Exhibit 4.1

================================================================================

                    CONVERTIBLE DEBENTURE PURCHASE AGREEMENT

                                     Between

                                ORANGE SODA, INC.

                                       and

                           THE PURCHASER(S) LISTED ON
                                SCHEDULE 1 HERETO


                                October 27, 2003

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                          <C>
ARTICLE I               CERTAIN DEFINITIONS..................................................1
            1.1         Certain Definitions..................................................1

ARTICLE II              PURCHASE AND SALE OF CONVERTIBLE DEBENTURES..........................5
            2.2         Purchase and Sale; Purchase Price....................................5
            2.2         Execution and Delivery of Documents; the Closing.....................6
            2.3         The Post-Closing.....................................................7

ARTICLE III             REPRESENTATIONS AND WARRANTIES.......................................9
            3.1         Representations, Warranties and Agreements of the Company............9
            3.2         Representations and Warranties of the Purchaser.....................12

ARTICLE IV              OTHER AGREEMENTS OF THE PARTIES.....................................14
            4.1         Manner of Offering..................................................14
            4.2         Furnishing of Information...........................................14
            4.3         Notice of Certain Events............................................14
            4.4         Copies and Use of Disclosure Documents and Non-Public Filings.......15
            4.5         Modification to Disclosure Documents................................15
            4.6         Blue Sky Laws.......................................................15
            4.7         Integration.........................................................15
            4.8         Furnishing of Rule 144(c) Materials.................................15
            4.9         Solicitation Materials..............................................16
            4.10        Subsequent Financial Statements.....................................16
            4.11        Prohibition on Certain Actions......................................16
            4.12        Listing of Common Stock.............................................16
            4.13        Escrow..............................................................16
            4.15        Attorney-in-Fact....................................................17
            4.16        Indemnification.....................................................17
            4.17        Exclusivity.........................................................19
            4.18        Purchaser's Ownership of Common Stock...............................19
            4.19        Purchaser's Rights if Trading in Common Stock is Suspended..........20
            4.20        No Violation of Applicable Law......................................21
            4.21        Redemption Restrictions.............................................21
            4.22        No Other Registration Rights........................................21
            4.23        Merger or Consolidation.............................................22
            4.24        Registration of Escrow Shares.......................................22
            4.25        Liquidated Damages..................................................23
            4.26        Short Sales.........................................................24
            4.27        Fees................................................................24
            4.28        Additional Fees.....................................................24
            4.29        Changes to Federal and State Securities Laws........................26
            4.30        Merger Agreement....................................................26

ARTICLE V               TERMINATION.........................................................27
            5.1         Termination by the Company or the Purchaser.........................27
            5.2.        Remedies............................................................28
</TABLE>


                                       i

<PAGE>

<TABLE>
<S>                                                                                          <C>
ARTICLE VI              LEGAL FEES AND DEFAULT INTEREST RATE................................28

ARTICLE VII             MISCELLANEOUS.......................................................29
            7.1         Fees and Expenses...................................................29
            7.2         Entire Agreement; Amendments........................................29
            7.3         Notices.............................................................29
            7.4         Amendments; Waivers.................................................30
            7.5         Headings............................................................31
            7.6         Successors and Assigns..............................................31
            7.7         No Third Party Beneficiaries........................................31
            7.8         Governing Law; Venue; Service of Process............................31
            7.9         Survival............................................................31
            7.10        Counterpart Signatures..............................................31
            7.11        Publicity...........................................................31
            7.12        Severability........................................................32
            7.13        Limitation of Remedies..............................................32
            7.14        Omnibus Provision...................................................32

LIST OF SCHEDULES:

Schedule 1              Purchaser(s)
Schedule 3.1(a)         Subsidiaries
Schedule 3.1(c)         Capitalization and Registration Rights
Schedule 3.1(d)         Equity and Equity Equivalent Securities
Schedule 3.1(e)         Conflicts
Schedule 3.1(f)         Consents and Approvals
Schedule 3.1(g)         Litigation
Schedule 3.1(h)         Defaults and Violations
Schedule 5.1            Form 8-K Disclosure Obligations

LIST OF EXHIBITS:

Exhibit  A-1  First  Convertible  Debenture  A
Exhibit  A-2  First  Convertible Debenture  B
Exhibit  A-3  First  Convertible  Debenture  C
Exhibit  A-4 First Debenture D
Exhibit B Second  Convertible  Debenture
Exhibit C Merger Agreement
Exhibit D Certificate of Merger
Exhibit E Conversion Procedures
Exhibit F Escrow Agreement
Exhibit G Power of Attorney
Exhibit H Legal Opinion
Exhibit I Rule 504 Legal  Opinion
Exhibit J Officer's  Certificate
Exhibit K-1 Note B
Exhibit K-2 Note C
Exhibit  K-3 Note D
Exhibit  L  Company  Certificate
Exhibit M Company Certificate
</TABLE>


                                       ii

<PAGE>

      THIS CONVERTIBLE  DEBENTURE PURCHASE  AGREEMENT  ("Agreement") is made and
entered into as of October 27, 2003,  between  Orange Soda,  Inc., a corporation
organized and existing under the laws of the State of Delaware (the  "Company"),
and the purchaser(s) listed on Schedule 1 hereto (the "Purchaser").

      WHEREAS,  subject to the terms and conditions set forth in this Agreement,
the Company desires to issue and sell to the Purchaser and the Purchaser desires
to  acquire  from  the  Company  (i)  the  Company's  $994,000,  1%  Convertible
Debentures,  due October 27, 2008 in the aggregate amount of Nine Hundred Ninety
Four Thousand Dollars ($994,000),  at the aggregate price of Nine Hundred Ninety
Four Thousand Dollars  ($994,000) in the forms of Exhibit A-1 ("First  Debenture
A"), Exhibit A-2 ("First  Debenture B"),  Exhibit A-3 ("First  Debenture C") and
Exhibit A-4  ("First  Debenture  D") annexed  hereto and made a part hereof (the
"First Debentures") and (ii) the Company's $6,000, 1% Convertible Debenture, due
October 27, 2008, at the price of Six Thousand  Dollars  ($6,000) in the form of
Exhibit  B  annexed  hereto  and made a part  hereof  (the  "Second  Debenture";
together, with the First Debentures, the "Debentures").

      IN CONSIDERATION of the mutual covenants contained in this Agreement,  the
Company and each Purchaser agree as follows:

                                   ARTICLE I

                               CERTAIN DEFINITIONS

      1.1 Certain Definitions. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:

      "Advisory Fee" shall have the meaning set forth in Section 4.27 hereof.

      "Affiliate" means, with respect to any Person,  any Person that,  directly
or indirectly,  controls,  is controlled by or is under common control with such
Person.  For  the  purposes  of  this  definition,  "control"  (including,  with
correlative meanings, the terms "controlled by" and "under common control with")
shall mean the  possession,  directly or  indirectly,  of the power to direct or
cause the  direction of the  management  and  policies of such  Person,  whether
through the ownership of voting securities or by contract or otherwise.

      "Agreement" shall have the meaning set forth in the introductory paragraph
of this Agreement.

      "Attorney-in-Fact"  shall have the meaning set forth in Section 2.2(a)(iv)
hereof.


                                       1
<PAGE>

      "Business  Day"  means any day except  Saturday,  Sunday and any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York are authorized or required by law or other government actions to close.

      "Closing" shall have the meaning set forth in Section 2.2(a).

      "Closing Date" shall have the meaning set forth in Section 2.2(a).

      "Commission" means the Securities and Exchange Commission.

      "Common  Stock" means shares now or hereafter  authorized  of the class of
common stock,  par value $.001, of the Company and stock of any other class into
which such shares may hereafter have been reclassified or changed.

      "Company" shall have the meaning set forth in the introductory paragraph.

      "Control  Person"  shall have the meaning set forth in Section  4.16(a)(i)
hereof.

      "Conversion Date" shall have the meaning set forth in the Debentures.

      "Debenture  Notice"  shall  have the  meaning  set forth in  Section  4.18
hereof.

      "Debentures" shall have the meaning set forth in the recital.

      "Default"  means  any event or  condition  which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

      "Disclosure  Documents"  means (a) all  documents  and  written  materials
provided to the Purchaser  and/or its  representatives  in  connection  with the
Company  and  this  offering,  including,  but not  limited  to,  the  Company's
unaudited balance sheet as at October 27, 2003 and profit and loss statement for
the period from inception to October 27, 2003 and (b) the Schedules  required to
be furnished to the Purchaser by or on behalf of the Company pursuant to Section
3.1 hereof.

      "Effective  Date" shall mean the date on which  certificate of merger (the
"Certificate of Merger") annexed as Exhibit D hereto is filed with the Secretary
of State of the State of Delaware to effect the merger of RWN Acquisition,  Inc.
("Acquistion"),  a Delaware corporation and a wholly owned subsidiary of Reality
Wireless  Networks,  Inc.  ("RWNT"),  a  Nevada  corporation,  with and into the
Company (the  "Merger")  pursuant to the Merger  Agreement  annexed as Exhibit C
hereto.

      "Escrow  Agent" means  Gottbetter  & Partners,  488 Madison  Avenue,  12th
Floor, New York, NY 10017; Tel: 212-400-6900; Fax: 212-400-6901.

      "Escrow  Agreement"  shall  have the  meaning  set forth in  Section  4.13
hereof.

      "Escrow  Shares"  means the  certificates  representing  Forty One Million
(41,000,000) shares of duly issued Common Stock,  without restriction and freely
tradable  pursuant to Rule 504 of  Regulation  D of the  Securities  Act, in the
share  denominations  specified by the Purchaser,  registered in the name of the
Purchaser and/or its assigns to be held in escrow pursuant to this Agreement and
the Escrow Agreement.


                                       2
<PAGE>

      "Event of Default" shall have the meaning set forth in Section 5.1.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Execution Date" means the date of this Agreement first written above.

      "First Debentures" shall have the meaning set forth in the recitals.

      "Full  Conversion  Shares"  shall  have the  meaning  set forth in Section
4.14(b) hereof.

      "G&P" means Gottbetter & Partners, LLP.

      "Indemnified  Party"  shall have the meaning set forth in Section  4.16(b)
hereof.

      "Indemnifying  Party" shall have the meaning set forth in Section  4.16(b)
hereof.

      "Limitation  on  Conversion"  shall have the  meaning set forth in Section
4.18 hereof.

      "Losses" shall have the meaning set forth in Section 4.16(a) hereof.

      "Lump Sum  Payment"  shall  have the  meaning  set forth in  Section  4.31
hereof.

      "Material"  shall  mean  having  a  financial  consequence  in  excess  of
$100,000.

      "Material  Adverse  Effect"  shall have the  meaning  set forth in Section
3.1(e).

      "Merger Agreement" means the Merger Agreement among RWNT,  Acquisition and
the Company, annexed as Exhibit C hereto.

      "NASD" means the National Association of Securities Dealers, Inc.

      "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

      "Non-Public  Filings"  shall have the  meaning  set forth in  Section  4.2
hereof.

      "Note B" shall have the meaning set forth in Section 2.1(b)(ii) hereof.

      "Note C" shall have the meaning set forth in Section 2.1(b)(iii) hereof.

      "Note D" shall have the meaning set forth in Section 2.1(b)(iv) hereof.

      "Notes" shall have the meaning set forth in Section 2.1(b)(iv) hereof.


                                       3
<PAGE>

      "Notice of Conversion"  shall have the meaning set forth in paragraph 1 of
Exhibit E annexed hereto.

      "Original  Issuance  Date,"  shall  have  the  meaning  set  forth  in the
Debentures.

      "OTCBB" shall mean the NASD over-the counter Bulletin  Board(R) or similar
organization or agency succeeding to its functions.

      "Per Share Market Value" of the Common Stock means on any particular  date
(a) the last sale  price of  shares of Common  Stock on such date or, if no such
sale takes  place on such date,  the last sale  price on the most  recent  prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market as  reported  by the  Pinksheets  LLC (or  similar
organization  or agency  succeeding to its functions of reporting  prices) or if
there is no such price on such date, then the last bid price on the date nearest
preceding such date, or (e) if the Common Stock is not publicly traded, the fair
market value of a share of the Common Stock as  determined  by an Appraiser  (as
defined in and pursuant to the procedures  set forth in Section  4(c)(iv) of the
Debentures)  selected  in  good  faith  by  the  holders  of a  majority  of the
Debentures;   provided,   however,  that  the  Company,  after  receipt  of  the
determination  by such  Appraiser,  shall have the right to select an additional
Appraiser, in which case, the fair market value shall be equal to the average of
the determinations by each such Appraiser.

      "Person"  means  an  individual  or  a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

      "Post-Closing" shall have the meaning set forth in Section 2.3(a).

      "Post-Closing Date" shall have the meaning set forth in Section 2.3(a).

      "Power of  Attorney"  means the power of attorney in the form of Exhibit G
annexed hereto.

      "Proceeding"  means an action,  claim,  suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

      "Purchase Price" shall have the meaning set forth in Section 2.1(a).


                                       4
<PAGE>

      "Purchaser"   shall  have  the  meaning  set  forth  in  the  introductory
paragraph.

      "Registrable Securities" means the Underlying Shares and the Escrow Shares
entitled to registration pursuant to Section 4.24 and Section 4.29.

      "Reporting  Issuer"  means a  company  that is  subject  to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act.

      "Required Approvals" shall have the meaning set forth in Section 3.1(f).

      "Restriction Period" shall have the meaning set forth in Section 4.17(a).

      "Second Debenture" shall have the meaning set forth in the recital.

      "Securities"  means the Debentures,  the Underlying  Shares and the Escrow
Shares.

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Short Sale" shall have the meaning set forth in Section 4.26 hereof.

      "Successors-in-Interest"  shall have the meaning set forth in Section 4.31
hereof.

      "Trading  Day" means (a) a day on which the Common  Stock is quoted on the
Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock has
been listed,  or (b) if the Common Stock is not quoted on the Nasdaq,  the OTCBB
or any  stock  exchange,  a day on  which  the  Common  Stock is  quoted  in the
over-the-counter  market,  as  reported  by the  Pinksheets  LLC (or any similar
organization or agency succeeding its functions of reporting prices).

      "Transaction   Documents"  means  this  Agreement  and  all  exhibits  and
schedules hereto and all other agreements executed pursuant to this Agreement.

      "Underlying Shares" means the shares of duly issued Common Stock,  without
restriction  and freely  tradable  pursuant to Rule 504 of  Regulation  D of the
Securities  Act,  into  which the First  Debentures  and  Second  Debenture  are
convertible in accordance  with the terms hereof,  the First  Debentures and the
Second Debenture.


                                       5
<PAGE>

                                   ARTICLE II

                   PURCHASE AND SALE OF CONVERTIBLE DEBENTURES

      2.1 Purchase and Sale; Purchase Price.

      (a)  Subject to the terms and  conditions  set forth  herein,  the Company
shall issue and sell and the  Purchaser  shall  purchase an aggregate  principal
amount of One Million ($1,000,000) (the "Purchase Price") of the Debentures,  of
which Nine Hundred Ninety Four Thousand Dollars ($994,000) shall be attributable
to the First  Debentures and Six Thousand Dollars ($6,000) shall be attributable
to the  Second  Debenture.  The  Debentures  shall have the  respective  rights,
preferences and privileges as set forth in the respective  Debentures annexed as
Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and Exhibit B hereto.

      (b) The Purchase Price shall be paid and attributable as follows:

            (i) for the First Debenture A  substantially  in the form of Exhibit
A-1  annexed  hereto  cash in the amount of One  Hundred  Ninety  Four  Thousand
Dollars ($194,000);

            (ii) for the First Debenture B, one promissory note of the Purchaser
in the aggregate amount of One Hundred Fifty Thousand Dollars ($150,000) annexed
hereto as Exhibit K-1 (the "Note B"), to be paid in accordance with the terms of
the Note B;

            (iii)  for  the  First  Debenture  C,  one  promissory  note  of the
Purchaser  in the  aggregate  amount of Three  Hundred  Forty  Thousand  Dollars
($300,000) annexed hereto as Exhibit K-2 (the "Note C", to be paid in accordance
with the  terms of the Note C), to be paid in  accordance  with the terms of the
Note C;

            (iv) for the First Debenture D, one promissory note of the Purchaser
in the  aggregate  amount of Three  Hundred Fifty  Thousand  Dollars  ($350,000)
annexed hereto as Exhibit K-3 (the "Note D"; together,  with the Note B and Note
C, the "Notes"), to be paid in accordance with the terms of the Note D; and

            (iv) for the Second  Debenture  substantially in the form of Exhibit
B, cash in the amount of Six Thousand Dollars ($6,000).

      2.2 Execution and Delivery of Documents; The Closing.

(a)   The Closing of the purchase  and sale of the  Debentures  (the  "Closing")
      shall take place  simultaneously  with the  execution and delivery of this
      Agreement (the "Closing Date"). On the Closing Date,

      (i)   the parties  shall  execute and deliver the Escrow  Agreement to the
            Escrow Agent;

      (ii)  the Company shall  deliver to the  Purchaser the (A) the  Disclosure
            Documents,  (B) a duly executed copy of the Merger Agreement and (B)
            the legal  opinions of counsel to the Company  substantially  in the
            form of Exhibit H and  Exhibit I annexed  hereto,  addressed  to the
            Purchaser and dated the date hereof;


                                       6
<PAGE>

      (iii) the Company  shall deliver to the Escrow Agent (A) original and duly
            executed  Debentures  (First  Debenture A, First  Debenture B, First
            Debenture C, first Debenture D and the Second Debenture)  registered
            in the name of the  Purchaser  and/or its  assigns in the amount set
            forth in  Schedule  1, (B) an original  and duly  executed  Power of
            Attorney  and (C)  certificates  representing  the  original  Escrow
            Shares;

      (iv)  the Company shall execute and deliver to the Purchaser a certificate
            of its Chief  Executive  Officer,  in the form of  Exhibit J annexed
            hereto,  certifying  that attached  thereto is a copy of resolutions
            duly adopted by the Board of  Directors  of the Company  authorizing
            the Company to execute and deliver the Transaction  Documents and to
            enter   into  the   transactions   contemplated   thereby   and  the
            appointment,    pursuant   to   Section   4.14   hereof,    of   the
            attorney-in-fact  pursuant  to the  Power  of  Attorney  annexed  as
            Exhibit F hereto (the "Attorney-in-Fact"); and

      (v)   the Purchaser  shall deliver to the Escrow Agent the Purchase  Price
            by (A) wire transfer of immediately available funds in the amount of
            Two Hundred  Thousand  ($200,000)  pursuant to written wire transfer
            instructions delivered by the Escrow Agent to the Purchaser at least
            three (3) Business Days prior to the Closing and (B) delivery of the
            original executed Notes.

(b)   If this  Agreement  is  terminated  pursuant to Section 5.1 hereof,  then,
      within  two (2)  Business  Days from the date of  termination,  either the
      Company or the Purchaser shall notify the Escrow Agent of same, and

      (i)   the Escrow Agent shall,  within two (2) Business Days of its receipt
            of such notice,

            (A)   return the Purchase Price to the Purchaser;

            (B)   return the Notes to the Purchaser;

            (C)   return the Debentures to the Company; and

            (D)   return the Escrow Shares to the Company.

      2.3 The Post-Closing.

(a)   The  post-closing  of  the  purchase  and  sale  of  the  Debentures  (the
      "Post-Closing") shall take place immediately after the Effective Date (the
      "Post-Closing Date") at the offices of Gottbetter & Partners,  488 Madison
      Avenue,  New  York,  NY  10017;   provided,   however,  that  all  of  the
      transactions  contemplated  by the Merger  Agreement  annexed as Exhibit C
      hereto shall have been  consummated  in  accordance  with the terms of the
      Merger Agreement prior to the Post-Closing;  and further,  provided,  that
      the  Post-Closing may not occur later than ten (10) days after the Closing
      Date  (except  if such  10th  day is not a  Business  Day,  then  the next
      Business  Day),  unless the  Purchaser  agrees in writing in advance to an
      extension,  which writing shall set forth the new  Post-Closing  Date. The
      Merger Agreement shall be executed immediately after the Closing.


                                       7
<PAGE>

(b)   At the Post-Closing,

      (i)   the Escrow Agent shall deliver to the  Purchaser  and/or its assigns
            an original and duly issued First Debenture A and Second  Debenture,
            each  registered in the name of the  Purchaser and in  denominations
            specified  by the  Purchaser  in the amounts set forth in Schedule 1
            hereto or with  written  notice  to the  Escrow  Agent  prior to the
            Post-Closing ;

      (ii)  the Company shall deliver to the Purchaser the following:

            (A)   certified  copies of the  Certificate  of Merger as filed with
                  the Secretary of State of the State of Delaware;

            (B)   a certificate in the form of Exhibit L annexed  hereto,  dated
                  the  Post-Closing  Date and  signed  by the  Secretary  of the
                  Company,  certifying  (1)  that  attached  thereto  are  true,
                  correct and complete  copies of (a) the Company's  Certificate
                  of  Incorporation,  as  amended to the date  thereof,  (b) the
                  Company's by-laws,  as amended to the date thereof,  and (c) a
                  certificate  of good  standing  from the Secretary of State of
                  Delaware and (2) the incumbency of the officer  executing this
                  Agreement;

            (C)   a certificate of the Company's Chief Executive Officer,  dated
                  the  Post-Closing  Date,  in the  form of  Exhibit  M  annexed
                  hereto,  certifying that the representations and warranties of
                  the  Company  contained  in  Article  III  hereof are true and
                  correct in all  material  respects  on the  Post-Closing  Date
                  (except for  representations  and  warranties  that speak of a
                  specific  date,  which  representations  and warrants shall be
                  true, correct and complete in all material respects as of such
                  date); and

            (D)   all other documents, instruments and writings required to have
                  been delivered by the Company at or prior to the  Post-Closing
                  pursuant to this Agreement.

(c)   Upon  receipt  by the  Purchaser  of those  items  set  forth in  Sections
      2.3(b)(i)   through  (ii)  above,  the  Escrow  Agent  shall  as  soon  as
      practicable deliver the following to or on behalf of RWNT, as applicable:

      (i)   the Purchase  Price,  (A)  attributable to First Debenture A and the
            Second Debenture, by wire transfer of immediately available funds in
            the amount of Two Hundred  Thousand  Dollars  ($200,000),  minus all
            fees and  expenses  due under  the  Transaction  Documents,  to RWNT
            pursuant to written wire transfer instructions  delivered by RWNT to
            the  Escrow  Agent at least  three (3)  Business  Days  prior to the
            Post-Closing Date, (B) attributable to First Debenture B by delivery
            of the original  executed  Note B to the promisee of the Note B, (C)
            attributable  to  First  Debenture  C by  delivery  of the  original
            executed Note C to the promissee of the Note C, (D)  attributable to
            First Debenture D by delivery of the original executed Note D to the
            promissee of the Note D and (E) the  Advisory  Fee to GEM  Advisors,
            Inc.; and


                                       8
<PAGE>

      (ii)  all  documents,  instruments,  and  writings  required  to have been
            delivered  or  necessary  at or  prior  to the  Post-Closing  by the
            Purchaser pursuant to this Agreement.

(d)   The  Escrow  Agent  shall  retain and hold the  Escrow  Shares,  the First
      Debenture B, the First Debenture C and the First Debenture D, all of which
      shall be held in accordance  with the terms of this  Agreement,  the Notes
      and the Escrow Agreement.

      2.4 First Debenture B. Subject to Section 4.28, the Escrow Agent will hold
the First Debenture B in escrow until either (i) the obligations  under the Note
B by its terms  becomes  due and payable  and  subsequently  paid in full by the
Purchaser,  whereupon the Escrow Agent will deliver the First Debenture B to the
Purchaser  or (ii) the  obligations  under the Note B expire  under  its  terms,
whereupon  the  First   Debenture  B  will  be  delivered  to  the  Company  for
cancellation.

      2.5 First Debenture C. Subject to Section 4.29, the Escrow Agent will hold
the First Debenture C in escrow until either (i) the obligations  under the Note
C by its terms  becomes  due and payable  and  subsequently  paid in full by the
Purchaser,  whereupon the Escrow Agent will deliver the First Debenture C to the
Purchaser  or (ii) the  obligations  under the Note C expire  under  its  terms,
whereupon  the  First   Debenture  C  will  be  delivered  to  the  Company  for
cancellation.

      2.6 First Debenture D. Subject to Section 4.30, the Escrow Agent will hold
the First Debenture D in escrow until either (i) the obligations  under the Note
D by its terms  becomes  due and payable  and  subsequently  paid in full by the
Purchaser,  whereupon the Escrow Agent will deliver the First Debenture D to the
Purchaser  or (ii) the  obligations  under the Note D expire  under  its  terms,
whereupon  the  First   Debenture  D  will  be  delivered  to  the  Company  for
cancellation.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations, Warranties and Agreements of the Company. The Company
hereby makes the following  representations and warranties to the Purchaser, all
of which shall survive the Post-Closing;

      (a) Organization  and  Qualification.  The Company is a corporation,  duly
incorporated,  validly existing and in good standing under the laws of the State
of Delaware, with the requisite corporate power and authority to own and use its
properties and assets and to carry on its business as currently  conducted.  The
Company has no subsidiaries. The Company is duly qualified to do business and is
in good  standing as a foreign  corporation  in each  jurisdiction  in which the
nature  of  the  business   conducted  or  property   owned  by  it  makes  such
qualification necessary,  except where the failure to be so qualified or in good
standing, as the case may be, would not, individually or in the aggregate,  have
a material adverse effect on the results of operations,  assets,  prospects,  or
financial  condition  of the  Company,  taken  as a whole (a  "Material  Adverse
Effect").


                                       9
<PAGE>

      (b) Authorization,  Enforcement.  The Company has the requisite  corporate
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  hereby and by each other Transaction  Document and to otherwise to
carry out its obligations  hereunder and thereunder.  The execution and delivery
of this Agreement and each of the other  Transaction  Documents to which it is a
party by the Company and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of the  Company.  Each of this  Agreement  and  each  of the  other  Transaction
Documents  to  which  it is a party  has  been or will be duly  executed  by the
Company and when  delivered in accordance  with the terms hereof or thereof will
constitute the valid and binding obligation of the Company  enforceable  against
the Company in accordance with its terms,  except as such  enforceability may be
limited  by  applicable  bankruptcy,  insolvency,  reorganization,   moratorium,
liquidation or similar laws relating to, or affecting  generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.

      (c) Capitalization.  The authorized,  issued and outstanding capital stock
of the Company is set forth on Schedule  3.1(c).  No Debentures have been issued
as of the date hereof.  No shares of Common Stock are entitled to  preemptive or
similar rights,  nor is any holder of the Common Stock entitled to preemptive or
similar rights arising out of any agreement or understanding with the Company by
virtue of this Agreement. Except as described in this Agreement, or disclosed in
Schedule 3.1(c), there are no outstanding  options,  voting agreements or merger
agreements, arrangements, warrants, script, rights to subscribe to, registration
rights, calls or commitments of any character whatsoever relating to, or, except
as a result of the purchase and sale of the  Debentures  hereunder,  securities,
rights or obligations convertible into or exchangeable for, or giving any person
any right to  subscribe  for or  acquire,  any  shares of Common  Stock or other
securities, or contracts, commitments,  understandings, or arrangements by which
the Company is or may become bound to issue additional shares of Common Stock or
other  securities,  or securities or rights  convertible  or  exchangeable  into
shares of Common Stock or other  securities.  The Company is not in violation of
any of the  provisions  of its  Certificate  of  Incorporation,  bylaws or other
charter documents.

      (d) Issuance of Securities. The Debentures and the Escrow Shares have been
duly and  validly  authorized  for  issuance,  offer and sale  pursuant  to this
Agreement  and,  when  issued and  delivered  as  provided  hereunder  or in the
Debentures  against payment in accordance with the terms hereof,  shall be valid
and  binding  obligations  of the  Company  enforceable  against  the Company in
accordance with their  respective  terms. The Company has and at all times while
the Debentures are outstanding  will continue to maintain an adequate reserve of
shares  of Common  Stock to enable it to  perform  its  obligations  under  this
Agreement and the Debentures except as otherwise  permitted in this Agreement or
the  Debentures.  When  issued  in  accordance  with the  terms  hereof  and the
Debentures,  the Securities will be duly authorized,  validly issued, fully paid
and  non-assessable.  Except as set forth in Schedule  3.1(d) or Schedule 3.1(c)
hereto, there is no equity, equity equivalent security,  debt or equity lines of
credit  outstanding that is substantially  similar to the Debentures,  including
any  security  having  a  floating  conversion   substantially  similar  to  the
Debentures;  provided,  however,  that,  except,  as otherwise  provided herein,
nothing  contained in this Section  3.1(d) shall be deemed to permit the Company
to issue any convertible security or instrument or equity line of credit.

      (e)  No  Conflicts.  The  execution,  delivery  and  performance  of  this
Agreement  and  the  other   Transaction   Documents  by  the  Company  and  the
consummation by the Company of the transactions  contemplated hereby and thereby
do not  and  will  not  (i)  conflict  with  or  violate  any  provision  of its
Certificate of Incorporation or bylaws (each as amended through the date hereof)
or (ii) be subject  to  obtaining  any of the  consents  referred  to in Section
3.1(f), conflict with, or constitute a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture or  instrument  to which the Company is a party,  or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental  authority to which the
Company is subject (including,  but not limited to, those of other countries and
the federal and state securities laws and regulations), or by which any property
or asset of the Company is bound or affected, except in the case of clause (ii),
such conflicts, defaults, terminations, amendments, accelerations, cancellations
and violations as would not,  individually or in the aggregate,  have a Material
Adverse Effect.  The business of the Company is not being conducted in violation
in any material respect of any law,  ordinance or regulation of any governmental
authority.


                                       10
<PAGE>

      (f)  Consents  and  Approvals.  Other  than the  approval  of its board of
directors and stockholders, which have been obtained, and Except as specifically
set forth in Schedule 3.1(f), the Company is not required to obtain any consent,
waiver,  authorization or order of, or make any filing or registration with, any
court or other federal,  state, local or other  governmental  authority or other
Person in connection with the execution, delivery and performance by the Company
of this Agreement and each of the other  Transaction  Documents,  except for the
filing of the  Certificate of Merger with the Secretary of State of the State of
Delaware to effect the Merger pursuant to the Merger  Agreement,  which shall be
filed no later  than ten (10)  days from the  Closing  Date  (together  with the
consents,  waivers,  authorizations,  orders, notices and filings referred to in
Schedule 3.1(f), the "Required Approvals").

      (g) Litigation;  Proceedings. Except as specifically disclosed in Schedule
3.1(g),  there  is  no  action,   suit,  notice  of  violation,   proceeding  or
investigation  pending  or, to the best  knowledge  of the  Company,  threatened
against  the  Company  or  any  of  its  properties  before  or  by  any  court,
governmental or administrative  agency or regulatory authority (federal,  state,
county,  local or foreign)  which (i)  relates to or  challenges  the  legality,
validity or enforceability of any of the Transaction  Documents,  the Debentures
and the Underlying Shares (ii) could,  individually or in the aggregate,  have a
Material  Adverse  Effect  or (iii)  could,  individually  or in the  aggregate,
materially  impair the ability of the Company to perform fully on a timely basis
its obligations under the Transaction Documents.

      (h) No  Default  or  Violation.  Except  as set forth in  Schedule  3.1(h)
hereto,  the  Company  (i)  is not  in  default  under  or in  violation  of any
indenture,  loan or credit  agreement or any other  agreement or  instrument  to
which it is a party or by which it or any of its  properties  is  bound,  except
such defaults or violations as do not have a Material  Adverse  Effect,  (ii) is
not in violation of any order of any court,  arbitrator  or  governmental  body,
except for such violations as do not have a Material Adverse Effect, or (iii) is
not  in  violation  of any  statute,  rule  or  regulation  of any  governmental
authority which could  (individually  or in the aggregate) (x) adversely  affect
the legality,  validity or enforceability of this Agreement, (y) have a Material
Adverse  Effect or (z) adversely  impair the Company's  ability or obligation to
perform fully on a timely basis its obligations under this Agreement.

      (i) Certain Fees. No fees or commission  will be payable by the Company to
any  investment  banker,  broker,  placement  agent or bank with  respect to the
consummation  of the  transactions  contemplated  hereby  except as  provided in
Section 4.27 hereof.

      (j) Disclosure  Documents.  The Disclosure  Documents taken as a whole are
accurate in all material  respects and do not contain any untrue  statement of a
material fact or omit to state any material fact  necessary in order to make the
statements  made therein,  in light of the  circumstances  under which they were
made,  not  misleading.  (k)  Manner  of  Offering.   Assuming  the  Purchaser's
representations and warranties contained in Section 3.2 are true and correct (a)
the Securities are being offered and sold to the Purchaser without  registration
under the Securities Act in a private placement that is exempt from registration
pursuant  to  Rule  504  of  Regulation  D of the  Securities  Act  and  without
registration  under the Colorado  Securities Act of the Colorado Revised Statues
(the  "Colorado  Act")  in  reliance  upon the  exemption  provided  by  Section
11-51-308 of the Colorado Act and regulation  51-3.13B  promulgated  thereunder;
and (b) accordingly, the Securities are being issued without restriction and may
be freely traded pursuant to Rule 504 of Regulation D of the Securities Act.


                                       11
<PAGE>

      (l) Non-Registered Offering.  Neither the Company nor any Person acting on
its behalf has taken or will take any action (including, without limitation, any
offering  of any  securities  of the  Company  under  circumstances  which would
require the  integration  of such offering  with the offering of the  Securities
under the Securities Act) which might subject the offering,  issuance or sale of
the Securities to the  registration  requirements of Section 5 of the Securities
Act.

      (m) Not a Reporting  Company;  Eligibility to use Exemption  under 504(b).
The  Company  is not  subject  to the  reporting  requirements  of Section 13 or
Section 15(d) of the Exchange Act. The Company has not sold any securities under
Rule  504(b)  in the last  twelve  months.  The  Company  is  eligible  to issue
securities  exempt  from  registration  pursuant  to Rule  504 of  Regulation  D
promulgated under the Securities Act. The Company is a development stage company
that has a  specific  business  plan that is other than to engage in a merger or
acquisition with an unidentified company or companies.

      (n) No Undisclosed Liabilities.  Except for the transactions  contemplated
in this Agreement and the Merger Agreement, there are no material liabilities of
OS, whether absolute, accrued, contingent or otherwise.

      The  Purchaser   acknowledges   and  agrees  that  the  Company  makes  no
representation   or  warranty  with  respect  to  itself  or  the   transactions
contemplated  hereby  other than  those  specifically  set forth in Section  3.1
hereof.

      3.2 Representations and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Company as follows:

      (a) Organization; Authority. The Purchaser is a limited liability company,
duly organized, validly existing and in good standing under the laws of Colorado
with the  requisite  power and  authority  to enter into and to  consummate  the
transactions  contemplated  hereby and by the other  Transaction  Documents  and
otherwise to carry out its obligations hereunder and thereunder. The acquisition
of the  Debentures  to be purchased  by the  Purchaser  hereunder  has been duly
authorized by all necessary action on the part of the Purchaser.  This Agreement
has been duly executed and delivered by the Purchaser and  constitutes the valid
and legally  binding  obligation  of the  Purchaser,  enforceable  against it in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
relating to, or affecting  generally the  enforcement of,  creditors  rights and
remedies or by other general principles of equity.

      (b)  Investment  Intent.  The Purchaser is acquiring the  Debentures to be
purchased by it hereunder,  and will acquire the Underlying  Shares  relating to
such Debentures, for its own account for investment purposes only and not with a
view to or for distributing or reselling such Debentures or Underlying Shares or
any part  thereof or  interest  therein,  without  prejudice,  however,  to such
Purchaser's right, subject to the provisions of this Agreement,  at all times to
sell or otherwise  dispose of all or any part of such  Debentures  or Underlying
Shares in compliance with applicable federal and state securities laws.

      (c) Purchaser Status. At the time the Purchaser was offered the Debentures
to be  acquired  by it  hereunder,  it was,  at the date hereof it is and at the
Post-Closing it will be an "accredited investor" as defined in Rule 501(a) under
the  Securities  Act.  Purchaser  is a resident in the State of Colorado  and no
other jurisdiction.


                                       12
<PAGE>

      (d) Experience of Purchaser. The Purchaser,  either alone or together with
its  representatives,  has such  knowledge,  sophistication  and  experience  in
business and financial  matters so as to be capable of evaluating the merits and
risks of an investment in the Securities to be acquired by it hereunder, and has
so evaluated the merits and risks of such investment.

      (e) Ability of Purchaser to Bear Risk of Investment. The Purchaser is able
to bear the economic risk of an  investment in the  Securities to be acquired by
it hereunder and, at the present time, is able to afford a complete loss of such
investment.

      (f)  Prohibited  Transactions.  The  securities  to  be  acquired  by  the
Purchaser  hereunder are not being  acquired,  directly or indirectly,  with the
assets of any "employee benefit plan," within the meaning of Section 3(3) of the
Employment Retirement Income Security Act of 1974, as amended.

      (g)  Access to  Information.  The  Purchaser  acknowledges  receipt of the
Disclosure  Documents and further acknowledges that it has been afforded (i) the
opportunity to ask such questions as it has deemed  necessary of, and to receive
answers from, representatives of the Company concerning the terms and conditions
of the Securities and the merits and risks of investing in the Securities;  (ii)
access to information about the Company and the Company's  financial  condition,
results of operations, business, properties, management and prospects sufficient
to  enable  it to  evaluate  its  investment  in the  Securities;  and (iii) the
opportunity to obtain such additional information which the Company possesses or
can acquire without  unreasonable effort or expense that is necessary to make an
informed  investment  decision with respect to the  investment and to verify the
accuracy  and  completeness  of the  information  contained  in  the  Disclosure
Documents.

      (h) Reliance.  The Purchaser  understands  and  acknowledges  that (i) the
Debentures  being  offered and sold to it hereunder  are being  offered and sold
without  registration  under the Securities  Act in a private  placement that is
exempt from the registration  provisions of the Securities Act under Rule 504 of
Regulation  D  under  the  Securities  Act and  (ii)  the  availability  of such
exemption  depends in part on, and that the Company  will rely upon the accuracy
and  truthfulness  of, the foregoing  representations  and such Purchaser hereby
consents to such reliance.

      The  Company   acknowledges   and  agrees  that  the  Purchaser  makes  no
representations  or  warranties  with respect to the  transactions  contemplated
hereby other than those specifically set forth in this Section 3.2.


                                       13
<PAGE>

                                   ARTICLE IV

                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Manner of Offering.  The Securities are being issued  pursuant to Rule
504 (b) of Regulation D of the  Securities  Act. The  Securities  will be exempt
from restrictions on transfer, and will carry no restrictive legend with respect
to the exemption from  registration  under the Securities  Act. The Company will
use its best  efforts to insure that it takes no actions  that would  jeopardize
the  availability of the exemption from  registration  under Rule 504(b) for the
Securities and, if for any reason such exemption becomes  unavailable due to the
Company's action or failure to act, the Company shall cause the Securities to be
registered under the Securities Act as required by Section 4.31.

      4.2  Furnishing of  Information.  As long as the Purchaser owns any of the
Securities,  and  unless  and until the  Securities  are  assumed by RWNT or the
Company  becomes  subject to the reporting  requirements  under Section 13(a) or
15(b) of the Exchange  Act, the Company will  promptly  furnish to the Purchaser
financial  information  similar to that  required  to be  reported in annual and
quarterly reports  comparable to those required by Section 13(a) or 15(d) of the
Exchange Act (the "Non-Public Filings").

      4.3 Notice of Certain Events. The Company shall, on a continuing basis, as
long as the  Purchaser  owns any of the  Securities,  (i) advise  the  Purchaser
promptly  after  obtaining  knowledge  of, and, if requested  by the  Purchaser,
confirm  such advice in  writing,  of (A) the  issuance by any state  securities
commission of any stop order  suspending  the  qualification  or exemption  from
qualification of the Securities,  for offering or sale in any  jurisdiction,  or
the  initiation  of any  proceeding  for such  purpose  by any state  securities
commission  or other  regulatory  authority,  or (B) any  event  that  makes any
statement  of a  material  fact made by the  Company  in  Section  3.1 or in the
Disclosure  Documents  untrue or that requires the making of any additions to or
changes  in  Section  3.1 or in the  Disclosure  Documents  in order to make the
statements  therein,  in each case at the time such  Disclosure  Documents  were
delivered to the  Purchaser  and in the light of the  circumstances  under which
they were  made,  not  misleading,  (ii) use its  commercially  reasonable  best
efforts to  prevent  the  issuance  of any stop  order or order  suspending  the
qualification or exemption from  qualification of the Securities under any state
securities  or Blue Sky  laws,  and  (iii) if at any time any  state  securities
commission or other  regulatory  authority  shall issue an order  suspending the
qualification  or exemption from  qualification of the Securities under any such
laws, use its  commercially  reasonable best efforts to obtain the withdrawal or
lifting of such order at the earliest possible time.


                                       14
<PAGE>

      4.4 Copies and Use of Disclosure  Documents and  Non-Public  Filings.  The
Company (or,  following the  Post-Closing,  RWNT) shall  furnish the  Purchaser,
without  charge,  as many copies of the Disclosure  Documents and the Non-Public
Filings  and  any  amendments  or  supplements  thereto  as  the  Purchaser  may
reasonably request.  The Company consents to the use of the Disclosure Documents
and the Non-Public  Filings and any amendments and supplements to any of them by
the Purchaser in connection with resales of the Securities.

      4.5  Modification to Disclosure  Documents.  If any event shall occur as a
result of which, in the reasonable judgment of the Company or the Purchaser,  it
becomes  necessary  or advisable to amend or  supplement  any of the  Disclosure
Documents or the Non-Public Filings in order to make the statements  therein, at
the time such Disclosure  Documents or the Non-Public  Filings were delivered to
the Purchaser and in the light of the circumstances  under which they were made,
not  misleading,  or if it becomes  necessary to amend or supplement  any of the
Disclosure  Documents or the Non-Public  Filings to comply with  applicable law,
the Company shall as soon as  practicable  prepare an  appropriate  amendment or
supplement to each such document in form and substance  reasonably  satisfactory
to both the  Purchaser  and  Company so that (i) as so amended or  supplemented,
each such document will not include an untrue statement of material fact or omit
to state a material fact necessary in order to make the statements  therein,  in
the  light of the  circumstances  existing  at the time it is  delivered  to the
Purchaser,  not misleading and (ii) the Disclosure  Documents and the Non-Public
Filings will comply with applicable law in all material respects.

      4.6 Blue Sky Laws.  The Company  shall  cooperate  with the  Purchaser  in
connection  with the exemption from  registration  of the  Securities  under the
securities or Blue Sky laws of such  jurisdictions as the Purchaser may request;
provided,  however,  that  the  Company  shall  be not  required  in  connection
therewith  to (a)  qualify  as a foreign  corporation  where they are not now so
qualified,  or (b)  submit to  taxation  or  general  service of process in such
jurisdiction.  The Company  agrees that it will execute all necessary  documents
and pay all necessary  state filing or notice fees to enable the Company to sell
the Securities to the Purchaser.

      4.7  Integration.  The Company shall not and shall use its best efforts to
ensure that no Affiliate shall sell,  offer for sale or solicit offers to buy or
otherwise  negotiate  in respect of any security (as defined in Section 2 of the
Securities  Act)  that  would  be  integrated  with  the  offer  or  sale of the
Securities in a manner that would require the registration  under the Securities
Act of the sale of the Securities to the Purchaser.


                                       15
<PAGE>

      4.8 Furnishing of Rule 144(c) Materials. The Company shall, for so long as
any of the  Securities  remain  outstanding  and  during any period in which the
Company  is not  subject  to  Section  13 or 15(d)  of the  Exchange  Act,  make
available to any registered holder of the Securities  ("Holder" or "Holders") in
connection  with  any  sale  thereof  and  any  prospective  purchaser  of  such
Securities from such Person,  such information in accordance with Rule 144(c)(2)
promulgated under the Securities Act as is required to sell the Securities under
Rule 144 promulgated under the Securities Act.

      4.9  Solicitation  Materials.  The Company  shall not (i)  distribute  any
offering materials in connection with the offering and sale of the Debentures or
the Underlying Shares other than the Disclosure Documents and any amendments and
supplements thereto prepared in compliance herewith or (ii) solicit any offer to
buy or sell the  Debentures  or the  Underlying  Shares  by means of any form of
general solicitation or advertising.

      4.10 Subsequent Financial Statements.  (a) Until the Post-Closing Date, if
not otherwise  publicly  available,  upon the written request of Purchaser,  the
Company  shall  promptly  furnish  to  the  Purchaser  a copy  of all  financial
statements  for any period  subsequent  to the period  covered by the  financial
statements included in the Disclosure Documents until the full conversion of the
Debentures.

      (b) After the Post-Closing Date, if not otherwise publicly available, upon
written  request of Purchaser,  RWNT shall  promptly  furnish to the Purchaser a
copy of all financial  statements  relating to RWNT for any period subsequent to
the period  covered  by the  financial  statements  included  in the  Disclosure
Documents until the full conversion of the Debentures.

      4.11  Prohibition  on Certain  Actions.  From the date hereof  through the
Post-Closing  Date, the Company shall not,  without the prior written consent of
the Purchaser,  (i) amend its certificate or articles of incorporation,  by-laws
or  other  charter  documents  so as to  adversely  affect  any  rights  of  the
Purchaser;  (ii) split,  combine or reclassify  its  outstanding  capital stock;
(iii) declare,  authorize,  set aside or pay any dividend or other  distribution
with respect to the Common Stock; (iv) redeem, repurchase or offer to repurchase
or otherwise acquire shares of its Common Stock; or (v) enter into any agreement
with respect to any of the foregoing other than the Merger Agreement.

      4.12 Listing of Common Stock.  Until the Post-Closing  Date, if the Common
Stock shall become listed on the OTCBB or on another exchange, the Company shall
(a) use its commercially  reasonable best efforts to maintain the listing of its
Common  Stock on the OTCBB or such other  exchange on which the Common  Stock is
then listed until  expiration of each of the periods during which the Debentures
may be  converted  and (b)  shall  provide  to the  Purchaser  evidence  of such
listing.  After the  Post-Closing  Date,  the references in this Section 4.12 to
Company and Common Stock shall be deemed references to RWNT and the common stock
of RWNT, respectively.


                                       16
<PAGE>

      4.13 Escrow.  The Company and the Purchaser  agree to execute and deliver,
simultaneously  with the  execution and delivery of this  Agreement,  the escrow
agreement  attached  hereto  and made  part  hereof as  Exhibit  F (the  "Escrow
Agreement"),  and to issue into  escrow (A) the  certificates  to be held by the
Escrow  Agent,  registered  in  the  name  of  the  Purchaser  and  without  any
restrictive legend of any kind, pursuant to the terms of such escrow and (B) the
Notes.

      4.14 Conversion  Procedures;  Maintenance of Escrow Shares.  (a) Exhibit E
attached hereto and made a part hereof sets forth the procedures with respect to
the conversion of the Debentures, including the forms of Notice of Conversion to
be provided upon conversion instructions as to the procedures for conversion and
such other information and instructions as may be reasonably necessary to enable
the Purchaser or its permitted transferee(s) to exercise the right of conversion
smoothly and expeditiously.

      (b) The  Company  agrees  that,  at any time the  conversion  price of the
Debentures is such that the number of Escrow  Shares for the  Debentures is less
than  200% of the  number of shares  of  Common  Stock  that  would be needed to
satisfy full conversion of all of such Debentures  then  outstanding,  given the
then current  conversion  price (the "Full  Conversion  Shares"),  upon five (5)
Business  Days  written  notice  of  such  circumstance  to the  Company  by the
Purchaser  and/or the Escrow  Agent,  the Company shall issue  additional  share
certificates  in the name of the Purchaser  and/or its assigns in  denominations
specified by the Purchaser,  and deliver same to the Escrow Agent, such that the
new number of Escrow  Shares with respect to the  Debentures is equal to 200% of
the Full Conversion Shares.

      4.15  Attorney-in-Fact.  To  effectuate  the terms and  provisions of this
Agreement, the Escrow Agreement and the Notes, the Company hereby agrees to give
a power of attorney as is evidenced by Exhibit G annexed  hereto.  All acts done
under such power of attorney  are hereby  ratified  and approved and neither the
Attorney-in-Fact  nor any designee or agent thereof shall be liable for any acts
of commission or omission,  for any error of judgment or for any mistake of fact
or law, as long as the  Attorney-in-Fact  is  operating  within the scope of the
power of attorney and this  Agreement and its  exhibits.  The power of attorney,
being coupled with an interest, shall be irrevocable while any of the Debentures
remain  unconverted  or any portion of this  Agreement  or the Escrow  Agreement
remains  unsatisfied.  In addition,  the Company shall give the Attorney-in-Fact
resolutions  executed by the Board of Directors of the Company  which  authorize
transfers of the Debentures,  future issuances of the Underlying  Shares for the
Debentures,  and which  resolutions state that they are irrevocable while any of
the  Debentures  remain  unconverted,  or any portion of this  Agreement  or the
Escrow Agreement remains unsatisfied.


                                       17
<PAGE>

      4.16 Indemnification.

      (a) Indemnification

      (i)   The Company shall,  notwithstanding  termination of this  Agreement,
            indemnify   and  hold  harmless  the  Purchaser  and  its  officers,
            directors,   agents,  employees  and  affiliates,  each  Person  who
            controls  the  Purchaser  (within  the  meaning of Section 15 of the
            Securities Act or Section 20 of the Exchange Act) (each such Person,
            a "Control Person") and the officers,  directors,  agents, employees
            and  affiliates of each such Control  Person,  to the fullest extent
            permitted by  applicable  law,  from and against any and all losses,
            claims, damages, liabilities,  costs (including, without limitation,
            costs of preparation  and reasonable  attorneys'  fees) and expenses
            (collectively,  "Losses"), as incurred,  arising out of, or relating
            to, a breach or breaches of any representation,  warranty,  covenant
            or  agreement  by the  Company  under  this  Agreement  or any other
            Transaction Document.

      (ii)  The Purchaser shall,  notwithstanding termination of this Agreement,
            indemnify  and hold harmless the Company,  its officers,  directors,
            agents and  employees,  each  Control  Person of the Company and the
            officers, directors, agents and employees of each Control Person, to
            the fullest extent permitted by applicable law, from and against any
            and all Losses,  as  incurred,  arising  out of, or  relating  to, a
            breach or  breaches  of any  representation,  warranty,  covenant or
            agreement  by the  Purchaser  under  this  Agreement  or  any  other
            Transaction Documents.

(b)   Conduct of Indemnification Proceedings. If any Proceeding shall be brought
      or  asserted  against  any Person  entitled  to  indemnity  hereunder  (an
      "Indemnified  Party"),  such  Indemnified  Party promptly shall notify the
      Person  from  whom  indemnity  is sought  (the  "Indemnifying  Party")  in
      writing,  and the  Indemnifying  Party shall  assume the defense  thereof,
      including  the  employment  of  counsel  reasonably  satisfactory  to  the
      Indemnified  Party and the  payment of all fees and  expenses  incurred in
      connection  with  defense  thereof;  provided,  that  the  failure  of any
      Indemnified  Party to give such notice shall not relieve the  Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, except
      (and only) to the extent that it shall be finally determined by a court of
      competent  jurisdiction  (which  determination is not subject to appeal or
      further  review) that such failure shall have  proximately  and materially
      adversely prejudiced the Indemnifying Party.


                                       18
<PAGE>

      An Indemnified  Party shall have the right to employ  separate  counsel in
any such]  Proceeding  and to  participate  in,  but not  control,  the  defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed
to pay such fees and expenses;  or (2) the Indemnifying  Party shall have failed
promptly  to  assume  the  defense  of such  Proceeding  and to  employ  counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impeded parties) include
both such  Indemnified  Party and the  Indemnifying  Party, and such Indemnified
Party shall have been  advised by counsel  that a conflict of interest is likely
to exist if the same counsel were to represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense of the claim against the Indemnified  Party but will
retain the right to control the overall Proceedings out of which the claim arose
and  such  counsel  employed  by  the  Indemnified  Party  shall  be  reasonably
acceptable  to  the  Indemnifying  Party  and  shall  be at the  expense  of the
Indemnifying  Party).  The  Indemnifying  Party  shall  not be  liable  for  any
settlement  of any such  Proceeding  effected  without its written  consent.  No
Indemnifying  Party shall,  without the prior written consent of the Indemnified
Party,  effect any settlement of any pending  Proceeding in respect of which any
Indemnified Party is a party,  unless such settlement  includes an unconditional
release of such  Indemnified  Party from all  liability  on claims  that are the
subject matter of such Proceeding, provided, however, the Indemnifying Party may
settle  or  compromise  any  asserted  liability  without  the  consent  of  the
Indemnitee so long as such settlement or compromise  releases the Indemnitee and
does not include any admission or statement of fault against the Indemnitee.

      All fees and expenses of the  Indemnified  Party to which the  Indemnified
Party is  entitled  hereunder  (including  reasonable  fees and  expenses to the
extent  incurred in connection  with  investigating  or preparing to defend such
Proceeding in a manner not inconsistent  with this Section) shall be paid to the
Indemnified Party, as incurred,  within ten (10) Business Days of written notice
thereof to the Indemnifying Party.

      No right of indemnification  under this Section 4.16 shall be available as
to a particular  Indemnified  Party if there is a non-appealable  final judicial
determination  that  such  Losses  arise  solely  or  substantially  out  of the
negligence or bad faith of such Indemnified  Party in performing the obligations
of such  Indemnified  Party under this Agreement or a breach by such Indemnified
Party of its obligations under this Agreement.

      (c) Contribution.  If a claim for indemnification under Section 4.16(a) is
unavailable to an Indemnified  Party or is insufficient to hold such Indemnified
Party  harmless for any Losses in respect of which this Section 4.16 would apply
by its terms (other than by reason of exceptions provided in this Section 4.16),
then each Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such  Losses in such  proportion  as is  appropriate  to  reflect  the
relative  benefits  received by the  Indemnifying  Party on the one hand and the
Indemnified Party on the other and the relative fault of the Indemnifying  Party
and Indemnified  Party in connection with the actions or omissions that resulted
in such  Losses  as well as any other  relevant  equitable  considerations.  The
relative  fault  of such  Indemnifying  Party  and  Indemnified  Party  shall be
determined  by reference  to, among other  things,  whether there was a judicial
determination  that such Losses arise in part out of the negligence or bad faith
of the Indemnified Party in performing the obligations of such Indemnified Party
under this Agreement or the Indemnified  Party's breach of its obligations under
this Agreement.  The amount paid or payable by a party as a result of any Losses
shall be deemed to include any attorneys' or other fees or expenses  incurred by
such party in connection with any Proceeding to the extent such party would have
been indemnified for such fees or expenses if the  indemnification  provided for
in this Section was available to such party.


                                       19
<PAGE>

      (d) Non-Exclusivity.  The indemnity and contribution  agreements contained
in this  Section  are in  addition  to any  obligation  or  liability  that  the
Indemnifying Parties may have to the Indemnified Parties.

      4.17  Exclusivity.   During  the  four  month  period  commencing  on  the
Post-Closing Date (the "Restriction Period"), (A) except for the First Debenture
B,  the  First  Debenture  C and the  First  Debenture  D, the  Company  and its
Affiliates  shall not issue or offer (i) any  convertible  security and (ii) any
security  issued  pursuant to Rule 504 of  Regulation  D  promulgated  under the
Securities Act and (B) the Company and its Affiliates shall not offer any equity
lines of credit.  The Company may request that the  restrictions in this Section
4.17 be waived.  Except as specifically  set forth above, the Company may engage
in any other debt or equity financing during the Restriction Period.

      4.18 Purchaser's Ownership of Common Stock. In addition to and not in lieu
of the  limitations  on conversion set forth in the  Debentures,  the conversion
rights of the Purchaser set forth in the Debentures shall be limited,  solely to
the extent  required,  from time to time, such that,  unless the Purchaser gives
written notice 75 days in advance to the Company of the Purchaser's intention to
exceed the Limitation on Conversion as defined herein,  with respect to all or a
specified  amount  of  the  Debentures  and  the  corresponding  number  of  the
Underlying Shares in no instance shall the Purchaser (singularly,  together with
any  Persons  who in the  determination  of the  Purchaser,  together  with  the
Purchaser,  constitute a group as defined in Rule 13d-5 of the Exchange  Act) be
entitled to convert the Debentures to the extent such conversion would result in
the Purchaser beneficially owning more than five percent (5%) of the outstanding
shares of Common Stock of the Company. For these purposes,  beneficial ownership
shall be defined and calculated in accordance with Rule 13d-3, promulgated under
the Exchange Act (the foregoing  being herein  referred to as the "Limitation on
Conversion");  provided,  however,  that the Limitation on Conversion  shall not
apply to any forced or automatic  conversion  pursuant to this  Agreement or the
Debentures;  and provided,  further that if the Purchaser shall have declared an
Event of Default and, if a cure period is provided,  the Company  shall not have
properly and fully cured such Event of Default within any such cure period,  the
provisions of this Section 4.18 shall be null and void from and after such date.
The Company shall,  promptly upon its receipt of a Notice of Conversion tendered
by the  Purchaser  (or its sole  designee) for the  Debentures,  as  applicable,
notify the Purchaser by telephone and by facsimile (the  "Debenture  Notice") of
the number of shares of Common Stock  outstanding on such date and the number of
Underlying  Shares,  which  would  be  issuable  to the  Purchaser  (or its sole
designee,  as the case may be) if the  conversion  requested  in such  Notice of
Conversion  were  effected  in full and the  number of  shares  of Common  Stock
outstanding giving full effect to such conversion whereupon,  in accordance with
the  Debentures,  notwithstanding  anything  to the  contrary  set  forth in the
Debentures,  the Purchaser may, by notice to the Company within one (1) Business
Day of its receipt of the Debenture Notice by facsimile,  revoke such conversion
to the  extent (in whole or in part) that such  Purchaser  determines  that such
conversion  would result in the ownership by such  Purchaser of shares of Common
Stock in excess of the  Limitation on  Conversion.  The  Debenture  Notice shall
begin the 75 day advance notice required in this Section 4.18.


                                       20
<PAGE>

      4.19  Purchaser's  Rights if Trading in Common Stock is Suspended.  If the
Common Stock is listed on any exchange,  then at any time after the Post-Closing
if trading in the shares of the Common  Stock is suspended  (and not  reinstated
within ten (10)  Trading  Days) on such stock  exchange or market upon which the
Common  Stock  is  then  listed  for  trading  (other  than as a  result  of the
suspension  of trading in  securities  on such  market  generally  or  temporary
suspensions pending the release of material information), or the Common Stock is
delisted from the OTCBB (and not reinstated within ten (10) Trading Days), then,
at the  option of the  Purchaser  exercisable  by giving  written  notice to the
Company (the "Redemption Notice"), the Company shall redeem, as applicable,  all
of the Debentures and Underlying Shares owned by such Purchaser within seven (7)
Business Days at an aggregate purchase price equal to the sum of:

      (i) the product of (1) the average Per Share Market Value for the five (5)
Trading Days immediately  preceding (a) the date of the Redemption  Notice,  (b)
the date of payment in full of the  repurchase  price  under this  Section  4.19
recalculated  as of such payment  date, or (c) the day when the Common Stock was
suspended, delisted or deleted from trading, whichever is greater, multiplied by
(2) the  aggregate  number  of  Underlying  Shares  then  held and owned by such
Purchaser;

      (ii) the greater of (A) the outstanding  principal  amount and accrued and
unpaid interest on the Debentures owned by such Purchaser and (B) the product of
(1) the average Per Share Market Value for the five (5) Trading Days immediately
preceding (a) the date of the Redemption Notice, (b) the date of payment in full
of the repurchase price under this Section 4.19  recalculated as of such payment
date,  or (c) the day when the Common Stock was  suspended,  delisted or deleted
from trading,  whichever is greater,  and (2) the aggregate number of Underlying
Shares issuable upon the conversion of the outstanding  Debentures then held and
owned by the Purchaser  utilizing  the  conversion  procedures  contained in the
Debentures  (without taking into account the Limitation on Conversion  described
in Section 4.18 hereof); and

      (iii)  interest on such  amounts set forth in (i) and (ii) above  accruing
from the seventh  (7th)  Business  Day after the date of the  Redemption  Notice
until the repurchase  price under this Section 4.19 is paid in full, at the rate
of fifteen percent (15%) per annum;

provided,  however,  if either  of the  Notes  have not been paid in full by the
Purchaser to the Company  (whether or not it is otherwise then due or payable by
its terms),  (i) any payments from the Company to the Purchaser pursuant to this
Section 4.19 will be offset by the  principal  amount of the Notes then not paid
in full and (ii)  "Debentures"  shall  specifically  refer to First Debenture A,
First  Debenture  B,  First  Debenture  C,  First  Debenture  D and  the  Second
Debenture.


                                       21
<PAGE>

      4.20 No Violation of Applicable Law. Notwithstanding any provision of this
Agreement to the contrary, if the redemption of the Debentures or the Underlying
Shares  otherwise  required  under this  Agreement  or the  Debentures  would be
prohibited by the relevant  provisions of Delaware law, such redemption shall be
effected as soon as it is  permitted  under such law;  provided,  however,  that
interest payable by the Company with respect to any such redemption shall accrue
in accordance with Section 4.19.

      4.21  Redemption  Restrictions.  Notwithstanding  any  provision  of  this
Agreement to the contrary, if any redemption of the Debentures or the Underlying
Shares  otherwise  required  under this  Agreement  or the  Debentures  would be
prohibited  in the absence of consent from any lender to the Company,  or by the
holders of any class of  securities  of the Company,  the Company  shall use its
best  efforts to obtain such consent as promptly as  practicable  after any such
redemption is required. Interest payable by the Company with respect to any such
redemption  shall accrue in  accordance  with Section 4.19 until such consent is
obtained.  Nothing contained in this Section 4.21 shall be construed as a waiver
by the  Purchaser  of any  rights  it may have by  virtue  of any  breach of any
representation  or  warranty  of the  Company  herein as to the  absence  of any
requirement to obtain any such consent.

      4.22 No Other  Registration  Rights.  During the period  commencing on the
date hereof and ending on the Post-Closing  Date, the Company shall not file any
registration  statement that provides for the  registration  of shares of Common
Stock to be sold by security  holders of the Company,  other than the  Purchaser
and/or its respective  Affiliates or assigns,  without the prior written consent
of the Purchaser or its assigns,  provided,  however, that the limitation on the
right to file registration  statements  contained in this Section 4.22 shall not
apply to registration  statements relating solely to (i) employee benefit plans,
notwithstanding  the inclusion of a resale  prospectus for  securities  received
under  any  such  employee  benefit  plan,  or (ii)  business  combinations  not
otherwise  prohibited  by the terms of this  Agreement or the other  Transaction
Documents.  This  registration  restriction  is in  addition  to  the  Company's
registration restrictions set forth in Section 4.24.

      4.23 Merger or Consolidation. Until the earlier of (a) the full conversion
of the  Debentures  and (b) the Maturity Date of the Debentures (as that term is
defined in the Debentures),  the Company will not, in a single  transaction or a
series of related  transactions (other than the Merger), (i) consolidate with or
merge  with or into any  other  Person,  or (ii)  permit  any  other  Person  to
consolidate  with or merge into it,  unless (w) either (A) the Company  shall be
the survivor of such merger or  consolidation  or (B) the surviving Person shall
expressly assume by supplemental agreement all of the obligations of the Company
under the Debentures,  this Agreement and the other Transaction  Documents;  (x)
immediately  before and  immediately  after giving  effect to such  transactions
(including any indebtedness incurred or anticipated to be incurred in connection
with  the  transactions),  no  Event  of  Default  shall  have  occurred  and be
continuing;  (y) if the  Company is not the  surviving  entity,  such  surviving
entity's  common  shares  will be listed on either The New York Stock  Exchange,
American Stock Exchange,  Nasdaq National Market or Nasdaq SmallCap  Market,  or
the OTCBB on or prior to the closing of such  transaction(s) and (z) the Company
shall have  delivered to the Purchaser an officer's  certificate  and opinion of
counsel, each stating that such consolidation, merger (other than the Merger) or
transfer  complies with this  Agreement,  that the  agreements  relating to such
transaction(s)  provide  that the  surviving  Person  agrees to be bound by this
Agreement and that all conditions  precedent in this Agreement  relating to such
transaction(s) have been satisfied.

      4.24  Registration of Escrow Shares.  (a) So long as the Purchaser  and/or
its assigns owns any of the Securities  and the  Underlying  Shares would not be
freely  transferable  without  registration,  the  Company  agrees not to file a
registration statement with the SEC without Purchaser's express written consent,
other than on Form 10, Form S-4 (except  for a public  reoffering  or resale) or
Form S-8 without  first having  registered  (or  simultaneous  registering)  the
Registrable Securities for resale under the Securities Act and in such states of
the United States as the holders thereof shall reasonably request.


                                       22
<PAGE>

      (b) If the  Company  shall  propose to file with the SEC any  registration
statement  other than a Form 10,  Form S-4 (except  for a public  reoffering  or
resale)  or Form S-8 which  would  cause,  or have the  effect of  causing,  the
Company to become a Reporting Issuer or to take any other action, other than the
sale of the Debentures to the Purchaser hereunder,  the effect of which would be
to cause the  Underlying  Shares to be  restricted  securities  (as such term is
defined in Rule 144 promulgated under the Securities Act), the Company agrees to
give written  notification of such to the holders of the Securities at least two
weeks  prior to such  filing  or taking of the  proposed  action.  If any of the
Securities  are  then  outstanding,  the  Company  agrees  to  include  in  such
registration  statement the Registrable  Securities unless the Underlying Shares
would be freely  transferable  upon  conversion of the  Debentures  without such
registration, so as to permit the public resale thereof.

      If the  registration of which the Company gives notice is for a registered
public  offering  involving  an  underwriting,  the  Company  will so advise the
holders of the Securities.  In such event,  these  registration  rights shall be
conditioned  upon  such  holder's  participation  in such  underwriting  and the
inclusion of such holder's  Registrable  Securities in the  underwriting  to the
extent provided herein.  All holders  proposing to distribute their  Registrable
Securities through such underwriting shall enter into an underwriting  agreement
in customary  form with the  underwriter  selected by the Company.  In the event
that the lead or managing underwriter in its good faith judgment determines that
material  adverse market factors require a limitation on the number of shares to
be underwritten, the underwriter may limit the number of Registrable Securities.
In such event, the Company shall so advise all holders of securities  requesting
registration,  and the number of shares of the  Registrable  Securities that are
entitled to be included in the registration and underwriting  shall be allocated
pro rata among all holders and other  participants,  including  the Company,  in
proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities and other  securities which they had requested to be included in such
registration statement at the time of filing the registration  statement. If any
holder  disapproves  of the  terms of any  such  underwriting,  he may  elect to
withdraw  therefrom  by  written  notice  to the  Company  and the  underwriter,
provided such notice is delivered  within sixty (60) days of full  disclosure of
such terms to such holder, without thereby affecting the right of such holder to
participate in subsequent offerings hereunder.

      (c)  Notwithstanding  the  foregoing,  if the Company for any reason shall
have taken any action,  other than the sale of the  Debentures  to the Purchaser
hereunder,  the effect of which would be to cause the Registrable  Securities to
be restricted  securities (as such term is defined in Rule 144 promulgated under
the  Securities  Act),  the  Company  agrees to use its best  efforts  to file a
registration  statement  with  the SEC and use its  best  efforts  to have  such
registration  statement  declared  effective  by the SEC which would  permit the
public resale of the Registrable Securities under the Securities Act and in such
states of the United States as the holders thereof shall reasonably request.


                                       23
<PAGE>

      (d) The Company agrees to keep any registration  required pursuant to this
Section  4.24  continuously  effective  under the  Securities  Act and with such
states of the United States as the holders of the Registrable  Securities  shall
reasonably  request  until  the  earlier  of (i) the  date on  which  all of the
Registrable Securities covered by any such registration have been sold, (ii) two
(2) years from the effective date of any such registration, or (iii) the date on
which all of the Registrable Securities may be sold without restriction pursuant
to  Rule  144  of the  Securities  Act.  All  costs  and  expenses  of any  such
registration   and  related   Blue  Sky  filings  and   maintaining   continuous
effectiveness  of such  registration  and filings shall be borne by the Company,
other than underwriters and brokers, fees and commissions.

      (e) The  Escrow  Shares  shall be  registered  by the  Company  under  the
Securities Act if required by Section 4.29 and subject to the conditions  stated
therein.

      (f) Each holder of Registrable  Securities  agrees to cooperate and assist
the Company in preparing and filing any  registration  statement  required to be
filed pursuant to this Agreement,  including, without limitation,  providing the
Company with such  information  about the holder and answering such questions as
deemed   reasonably   necessary  by  the  Company  in  order  to  complete  such
registration statement.  Until such time as the Company is no longer required to
keep the registration statement effective, each holder of Registrable Securities
agrees to  immediately  notify  the  Company  of any  change to the  information
provided to the Company in connection with the preparation or maintenance of the
registration  statement,  and each such holder agrees to certify to the accuracy
and  completeness  of  all  information  provided  by it to the  Company  or its
representatives in connection with such registration statement.

      4.25 Liquidated Damages.  The Company understands and agrees that a breach
by the Company of Section 4.1,  Section 4.24,  Section 4.29,  Section 4.30 or an
Event of Default as contained  in this  Agreement  and/or any other  Transaction
Document will result in substantial  economic loss to the Purchaser,  which loss
will be extremely difficult to calculate with precision.  Therefore, if, for any
reason the Company breaches  Sections 4.1, Section 4.24,  Section 4.29,  Section
4.30 or fails to cure any Event of Default  under  Section  5.1 (a) (iii),  (v),
(vi) and (viii) within the time, if any, given to cure such Event of Default, as
compensation  and  liquidated  damages for such breach or default,  and not as a
penalty, the Company agrees to pay the Purchaser an amount equal to the Purchase
Price  and the  Purchaser,  upon  receipt  of such  payment,  shall  return  any
unconverted  Debentures to the Company.  The Company shall, upon demand, pay the
Purchaser  such  liquidated  damages by wire transfer of  immediately  available
funds to an account designated by the Purchaser.  Nothing herein shall limit the
right of the  Purchaser  to  pursue  actual  damages  (less  the  amount  of any
liquidated  damages received pursuant to the foregoing) for the Company's breach
of Section 4.1, Section 4.24,  Section 4.29,  Section 4.30 or failure to cure an
Event of Default  under  Section 5.1 (a) (iii) (v) (vi) and  (viii),  consistent
with the  terms of this  Agreement.  NOTWITHSTANDING  ANYTHING  TO THE  CONTRARY
CONTAINED IN THIS AGREEMENT OR THE OTHER  TRANSACTION  DOCUMENTS,  THE COMPANY'S
OBLIGATIONS  UNDER THIS SECTION SHALL SURVIVE ANY  TERMINATION OF THIS AGREEMENT
OR THE OTHER TRANSACTION DOCUMENTS.


                                       24
<PAGE>

      4.26 Short Sales.  The  Purchaser  agrees it will not enter into any Short
Sales (as  hereinafter  defined) until the earlier to occur of the date that the
Purchaser  no longer owns the  Debentures  and the  Maturity  Date.  For purpose
hereof,  a "Short Sale" shall mean a sale of Common Stock by the Purchaser  that
is marked as a short sale and that is made at a time when there is no equivalent
offsetting long position in the Common Stock by the Purchaser.  For the purposes
of determining  whether there is an equivalent  offsetting  long position in the
Common  Stock  held by the  Purchaser,  shares of  Common  Stock  issuable  upon
conversion  of the  Debentures  shall be deemed to be held long by the Purchaser
with  respect  to the  Underlying  Shares  for which a Notice of  Conversion  is
delivered  within two (2) Trading Days following the Trading Day that such Short
Sale is entered into.  4.27 Fees.  The Company will pay the  following  fees and
expenses in connection with the transactions contemplated hereby: (a) a finder's
fee in an  amount  equal  to ten  percent  (10%)  of the  Purchase  Price to GEM
Advisors,  Inc.  (the  "Advisory  Fee"),  (b) to G&P (i) legal fees for document
production  in the  amount  of  $20,000  and (ii) all  reasonable  out-of-pocket
expenses  incurred in connection  with such document  production  and (c) to the
Escrow Agent,  $5,000 for the escrow agent fee. RWNT has already paid $20,000 to
G&P. Unless paid prior,  all fees and expenses will be paid at Post-Closing  and
the Company and the  Purchaser  hereby  authorize and direct the Escrow Agent to
deduct such fees and expenses  directly  from escrow prior to  distributing  any
funds to the  Company.  Except with respect to the fees set forth in part (b) of
this Section 4.27 and except as otherwise  set forth in the Retainer  Agreement,
all fees and  expenses  shall be paid  regardless  of whether  the  transactions
contemplated  hereby are closed or otherwise  completed.  Except for the $20,000
already paid to G&P, all fees to be paid  hereunder  shall have no offsets,  are
non-refundable and non-cancelable.

      4.28 First  Debenture  B and Note B.  Notwithstanding  anything  contained
herein, in the Debentures, or in the Note B to the contrary, the First Debenture
B shall not accrue interest, shall not be convertible,  and shall not be subject
to repayment by the Company at its maturity, and the Note B shall not be due and
payable and shall not be deemed  part of the  "Purchase  Price" for  purposes of
Section 4.25 hereof, unless and until:

      (i) the Holder elects that Note B shall become due and payable; and

      (ii) the number of Escrow Shares for the aggregate principal amount of the
      Debentures then  outstanding and First Debenture B is at least 200% of the
      number of shares of common  stock of RWNT that  would be needed to satisfy
      full conversion of all such unconverted Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not,  RWNT shall  increase in  accordance  with Section  4.14,  the number of
Escrow Shares to cover 200% of the number of shares of common stock of RWNT that
would be needed to satisfy full conversion of all of such  Debenture;  provided,
further,  that,  notwithstanding the foregoing,  the First Debenture B shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company at its  maturity,  and the Note B shall not be deemed part of the
"Purchase Price" for purposes of Section 4.25 hereof,  unless and until the Note
B is paid in full by the Purchaser or its successors and assigns.

      4.29 First  Debenture  C and Note C.  Notwithstanding  anything  contained
herein, in the Debentures, or in the Note C to the contrary, the First Debenture
C shall not accrue interest, shall not be convertible,  and shall not be subject
to repayment by the Company at its maturity, and the Note C shall not be due and
payable and shall not be deemed  part of the  "Purchase  Price" for  purposes of
Section 4.25 hereof, unless and until:


                                       25
<PAGE>

      (i) the Holder elects that Note C shall become due and payable; and

      (ii) the number of Escrow Shares for the aggregate principal amount of the
      Debentures then  outstanding and First Debenture C is at least 200% of the
      number of shares of common  stock of RWNT that  would be needed to satisfy
      full conversion of all such unconverted Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not,  RWNT shall  increase in  accordance  with Section  4.14,  the number of
Escrow Shares to cover 200% of the number of shares of common stock of RWNT that
would be needed to satisfy full conversion of all of such  Debenture;  provided,
further,  that,  notwithstanding the foregoing,  the First Debenture C shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company at its  maturity,  and the Note C shall not be deemed part of the
"Purchase Price" for purposes of Section 4.25 hereof,  unless and until the Note
C is paid in full by the Purchaser or its successors and assigns.

      4.30 First  Debenture  D and Note D.  Notwithstanding  anything  contained
herein, in the Debentures, or in the Note D to the contrary, the First Debenture
D shall not accrue interest, shall not be convertible,  and shall not be subject
to repayment by the Company at its maturity, and the Note D shall not be due and
payable and shall not be deemed  part of the  "Purchase  Price" for  purposes of
Section 4.25 hereof, unless and until:

      (i) the Holder elects that Note D shall become due and payable; and

      (ii) the number of Escrow Shares for the aggregate principal amount of the
      Debentures then  outstanding and First Debenture D is at least 200% of the
      number of shares of common  stock of RWNT that  would be needed to satisfy
      full conversion of all such unconverted Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not,  RWNT shall  increase in  accordance  with Section  4.14,  the number of
Escrow Shares to cover 200% of the number of shares of common stock of RWNT that
would be needed to satisfy full conversion of all of such  Debenture;  provided,
further,  that,  notwithstanding the foregoing,  the First Debenture D shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company at its  maturity,  and the Note D shall not be deemed part of the
"Purchase Price" for purposes of Section 4.25 hereof,  unless and until the Note
D is paid in full by the Purchaser or its successors and assigns.

      4.31  Changes  to  Federal  and  State  Securities  Laws.  If  any  of the
Securities require  registration with or approval of any governmental  authority
under any federal  (including  but not limited to the  Securities Act or similar
federal  statute  then in  force)  or state  law,  or  listing  on any  national
securities  exchange,  before  they may be resold  or  transferred  without  any
restrictions on their resale or transfer for reasons including,  but not limited
to, a  material  change  in Rule  504 of  Regulation  D  promulgated  under  the
Securities  Act or a  change  to the  exemption  for  sales  made to  Accredited
Investors in the state in which the Purchaser resides,  the Company will, at its
expense, (a) as expeditiously as possible cause the Registrable Securities to be
duly  registered  or  approved  or listed on the  relevant  national  securities
exchange,  as the  case may be,  and (b) keep  such  registration,  approval  or
listing, as the case may be, continuously effective until the earlier of (i) the
date on which all of the  Registrable  Securities  have been sold,  (ii) two (2)
years from the  effective  date of any such  registration,  or (iii) the date on
which all of the Securities may be sold without restriction pursuant to Rule 144
of the Securities Act; subject to the terms and limitations set forth in section
4.24. The  Registrable  Securities  shall be registered by the Company under the
Securities Act if required by Section 4.24 and subject to the conditions  stated
therein.


                                       26
<PAGE>

      4.32 Merger  Agreement.  Immediately  upon the Effective  Date, all of the
transactions  contemplated by the Merger  Agreement  annexed hereto as Exhibit C
shall be consummated in accordance with the terms thereof.

      4.33  Future  Financing.  If,  at  any  time  any of  the  Debentures  are
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  Dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debentures (the "Lump Sum Payment"). Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection with this Agreement and the Debentures  shall be deem satisfied,  and
the Agreement and the  Debentures  shall be  terminated.  This  provision  shall
survive both Closing and Post-Closing.

      4.34 Applicability of Agreements after Post-Closing. At the Effective Date
or upon the  consummation of any other merger or other  transaction  pursuant to
which the  Company's  obligations  under the  Debentures  are assumed by another
party (whether or not such  assumption is joint and several),  the Company shall
be released  from,  and have no further  obligation  pursuant  to  Sections  4.1
through 4.6, 4.8, 4.10, 4.12, 4.14, 4.16 through 4.27, 4.29 and 4.33 hereof, and
any reference to the Company in such  sections  shall instead be deemed to refer
solely to the party that assumes the Debentures.

      4.35  Company's  Right of  Redemption.  In  addition  to any  right of the
Company to redeem any unconverted amount of the Debentures, in whole or in parts
set forth in this  Agreement,  the Company shall have any  redemption  right set
forth in the Debentures.

                                    ARTICLE V

                                   TERMINATION

      5.1  Termination by the Company or the Purchaser.  This Agreement shall be
terminated as follows upon the  occurrence of any of the following  events (each
an "Event of Default"):

(a)   Automatically terminated prior to Post-Closing if:

      (i)   there  shall be in effect  any  statute,  rule,  law or  regulation,
            including an amendment to  Regulation D or an  interpretive  release
            promulgated or issued thereunder, that prohibits the consummation of
            the Post-Closing or if the  consummation of the  Post-Closing  would
            violate any non-appealable final judgment,  order, decree, ruling or
            injunction  of  any  court  of  or  governmental   authority  having
            competent jurisdiction;

      (ii)  the Post-Closing  shall not have occurred by the  Post-Closing  Date
            through no fault of the Company;


                                       27
<PAGE>

      (iii) the common stock of RWNT is not  registered  under Section 12 of the
            Exchange Act;

      (iv)  RWNT is not current in its reporting obligations under Section 13 or
            15(d) of the Exchange Act;

      (v)   an event occurs prior to the  Post-Closing  requiring RWNT to report
            such  event to the SEC on Form 8-K and not  otherwise  set  forth in
            Schedule 5.1, provided,  however,  such event shall only include the
            following  items  under Form 8-K:  Item 1; Item 2 to the extent that
            any event is  reported  under  Item 2 that  involves a change in the
            nature of RWNT's business; Item 3; Item 4 (provided further, that as
            to Item 4,  only if the event  requires  disclosure  under  Item 304
            (a)(1)(iv) or under Regulation S-K); Item 9; or Item 12;

      (vi)  the Company causes the Post-Closing to not occur by the Post-Closing
            Date;

      (vii) trading in the common stock of RWNT has been suspended, delisted, or
            otherwise  ceased by the Commission or the NASD or other exchange or
            the Nasdaq  (whether the National  Market or otherwise),  except for
            (a) any suspension of trading of limited  duration  solely to permit
            dissemination  of  material  information  regarding  RWNT,  and  not
            reinstated  within  ten  (10)  Trading  Days  and  (b)  any  general
            suspension of trading for all companies  trading on such exchange or
            market or OTCBB; or

      (viii)the  Company   fails  to  deliver  or  cause  to  be  delivered  the
            Debentures  and  Escrow  Shares as  required  by and by the date set
            forth in Section 2.2 hereof.

(b)   Prior to Post-Closing  by the Purchaser,  by giving written notice of such
      termination  to the Company,  if the Company has  materially  breached any
      representation,   warranty,   covenant  or  agreement  contained  in  this
      Agreement or the other Transaction  Documents and such breach is not cured
      within five (5) Business Days  following  receipt by the Company of notice
      of such breach.

(c)   Prior to  Post-Closing  by the Company,  by giving  written notice of such
      termination to the Purchaser, if the Purchaser has materially breached any
      representation,   warranty,   covenant  or  agreement  contained  in  this
      Agreement or the other Transaction  Documents and such breach is not cured
      within five (5) Business Days following receipt by the Purchaser of notice
      of such breach.

      5.2  Remedies.  Notwithstanding  anything  else  contained  herein  to the
contrary,  if an Event of Default has occurred pursuant to Section 5.1, and only
with  respect to  Section  5.1(b)  has not been  cured  within  the cure  period
provided for therein, the defaulting party shall be deemed in default hereof and
the  non-defaulting  party  shall be  entitled  to pursue all  available  rights
without further notice.  The defaulting  party shall pay all attorney's fees and
costs incurred in enforcing this Agreement and the other Transaction  Documents.
In  addition,  all unpaid  amounts  shall  accrue  interest at a rate of 15% per
annum.


                                       28
<PAGE>

                                   ARTICLE VI

                      LEGAL FEES AND DEFAULT INTEREST RATE

      In the event any party hereto commences legal action to enforce its rights
under this Agreement or any other Transaction Document, the non-prevailing party
shall pay all  reasonable  costs and  expenses  (including  but not  limited  to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative  fees)  incurred  in  enforcing  such  rights.  In the event of an
uncured Event of Default by any party  hereunder,  interest  shall accrue on all
unpaid amounts due the aggrieved party at the rate of 15% per annum,  compounded
annually.

                                  ARTICLE VII

                                  MISCELLANEOUS

      7.1 Fees and Expenses.  Except as set forth in this  Agreement  each party
shall pay the fees and expenses of its advisers, counsel,  accountants and other
experts,  if any, and all other expenses  incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement.
The  Company  shall pay the fees of $5,000 to the  Escrow  Agent as set forth in
Section  4.27  hereto  and all stamp and  similar  taxes  and  duties  levied in
connection  with the  issuance of the  Debentures  (and,  upon  conversion,  the
Underlying  Shares) pursuant hereto.  The Purchaser shall be responsible for any
taxes (other than income  taxes)  payable by the  Purchaser  that may arise as a
result of the  investment  hereunder or the  transactions  contemplated  by this
Agreement or any other  Transaction  Document.  Whether or not the  transactions
contemplated hereby and thereby are consummated or this Agreement is terminated.
The Company shall pay (i) all costs,  expenses,  fees and all taxes  incident to
and in connection  with: (A) the  preparation,  printing and distribution of any
registration  statement  required  hereunder and all amendments and  supplements
thereto (including, without limitation,  financial statements and exhibits), and
all  preliminary  and  final  Blue  Sky  memoranda  and  all  other  agreements,
memoranda,   correspondence  and  other  documents  prepared  and  delivered  in
connection  herewith,  (B) the issuance and delivery of the Securities,  (C) the
exemption  from  registration  of the  Securities  for  offer  and  sale  to the
Purchaser under the securities or Blue Sky laws of the applicable  jurisdiction,
(D) furnishing such copies of any registration statement required hereunder, the
preliminary and final  prospectuses and all amendments and supplements  thereto,
as may  reasonably  be  requested  for use in  connection  with  resales  of the
Securities,   and  (E)  the  preparation  of  certificates  for  the  Securities
(including,  without limitation,  printing and engraving thereof), (ii) all fees
and  expenses of counsel and  accountants  of the Company and (iii) all expenses
and fees of listing on securities exchanges, if any.


                                       29
<PAGE>

      7.2 Entire Agreement; Amendments. This Agreement, together with all of the
Exhibits  and  Schedules  annexed  hereto,  and any other  Transaction  Document
contain  the entire  understanding  of the parties  with  respect to the subject
matter hereof and supersede all prior  agreements  and  understandings,  oral or
written,  with respect to such matters.  This Agreement  shall be deemed to have
been drafted and  negotiated by both parties  hereto and no  presumptions  as to
interpretation,  construction  or  enforceability  shall  be made by or  against
either party in such regard.

      7.3 Notices. Any notice, request,  demand, waiver,  consent,  approval, or
other  communication  which is  required or  permitted  to be given to any party
hereunder  shall be in writing  and shall be deemed to have been duly given only
if delivered  to the party  personally  or sent to the party by  facsimile  upon
electronic  confirmation and receipt (promptly followed by a hard-copy delivered
in  accordance  with this  Section  7.3) or three  days  after  being  mailed by
registered  or  certified  mail  (return  receipt  requested),  with postage and
registration  or if sent by nationally  recognized  overnight  courier,  one day
after being mailed certification fees thereon prepaid, addressed to the party at
its address set forth below:

         If to the Company,:                 Orange Soda, Inc.
         Prior to the Post-                  24351 Pasto Road, Suite B
         Closing Date:                       Dana Point, CA 92629
                                             Attn: Jehu Hand, President
                                             Tel:   (949) 489-2400
                                             Fax:  (949) 489-0034

         If to Company,
         after the Post-Closing
         Date:                               Orange Soda, Inc.
                                             c/o Reality Wireless Networks, Inc.
                                             P.O. Box 11262
                                             Campbell, CA 95011
                                             Tel:  (408) 626-1730
                                             Fax:  (408) 626-8070

         With a copy to:                     The Otto Law Group, PLLC
                                             900 4th Ave., Suite 3140
                                             Seattle, Washington 98164
                                             Attn.: Michael F. Johnson
                                             Tel: (206) 262-9545
                                             Fax:  (206) 262-9513


                                       30
<PAGE>

         If to the Purchaser:                See Schedule 1 attached hereto
         With copies to:                     Gottbetter & Partners, LLP
                                             488 Madison Avenue
                                             New York, NY 10017
                                             Attn:  Adam S. Gottbetter, Esq.
                                             Tel:  (212) 400-6900
                                             Fax:  (212) 400-6901

         If to Escrow Agent:                 Gottbetter & Partners, LLP
                                             488 Madison Avenue
                                             New York, NY 10017
                                             Attn:  Adam S. Gottbetter, Esq.
                                             Tel:  (212) 400-6900
                                             Fax:  (212) 400-6901

or such other address as may be designated hereafter by notice given pursuant to
the terms of this Section 7.3.

      7.4 Amendments;  Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
both the Company and the  Purchaser,  or, in the case of a waiver,  by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

      7.5  Headings.  The  headings  herein  are for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

      7.6 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.  This  Agreement  and  any  of the  rights,  interests  or  obligations
hereunder may be assigned by the Purchaser to an accredited investor without the
consent  of the  Company  as long as such  assignee  agrees  to be bound by this
Agreement.  This  Agreement  and any of the  rights,  interests  or  obligations
hereunder may not be assigned by the Company  without the prior written  consent
of the  Purchaser.  It is agreed  that the Company may assign all of the rights,
interests and obligations hereunder to RWNT pursuant to the Merger Agreement.


                                       31
<PAGE>

      7.7 No Third Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

      7.8  Governing  Law;  Venue;   Service  of  Process.  The  parties  hereto
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and the exhibits  hereto,  including,  but not limited to, all issues
related to usury.  Any action to enforce the terms of this  Agreement  or any of
its exhibits  shall be brought  exclusively  in the state and/or  federal courts
situated  in the County and State of New York.  Service of process in any action
by the Purchaser to enforce the terms of this Agreement may be made by serving a
copy of the summons and complaint,  in addition to any other relevant documents,
by  commercial  overnight  courier to the Company at its  principal  address set
forth in this Agreement.

      7.9 Survival.  The  agreements  and covenants of the parties  contained in
Article IV and this Article VII shall survive the  Post-Closing  (or any earlier
termination of this Agreement).

      7.10 Counterpart Signatures. This Agreement may be executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each party and  delivered  to the other  party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

      7.11  Publicity.  The Company and the  Purchaser  shall  consult with each
other in issuing any press releases or otherwise  making public  statements with
respect to the  transactions  contemplated  hereby and neither party shall issue
any such press release or otherwise make any such public  statement  without the
prior written  consent of the other,  which  consent  shall not be  unreasonably
withheld or delayed,  unless counsel for the disclosing  party deems such public
statement to be required by applicable  federal  and/or state  securities  laws.
Except as otherwise  required by applicable law or regulation,  the Company will
not disclose to any third party the names of the Purchaser.


                                       32
<PAGE>

      7.12  Severability.  In case  any one or  more of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

      7.13 Limitation of Remedies.  With respect to claims by the Company or the
Purchaser or any person  acting by or through the Company or the  Purchaser  for
remedies  at law or at equity  relating  to or  arising  out of a breach of this
Agreement,  liability,  if any, shall,  in no event,  include loss of profits or
incidental,  indirect, exemplary,  punitive, special or consequential damages of
any kind.

      7.14  Omnibus  Provision.  Anything  contained  herein  or  in  the  other
Transaction Documents notwithstanding,  in the event that the Common Stock shall
become  listed on the  American  Stock  Exchange and  subsequently  ceases to be
listed for trading on the American Stock Exchange, then any reference thereto in
this  Agreement  or the  other  Transaction  Documents  shall be  deemed to be a
reference to (a) the principal national  securities exchange on which the Common
Stock is then listed or admitted to trading,  or (b) if the Common  Stock is not
then listed or admitted to trading on any national securities exchange,  Nasdaq,
or (c) if the Common  Stock is not then listed or admitted to trading on Nasdaq,
OTCBB,  or (d) if the Common  Stock is not then listed or admitted to trading on
OTCBB,  then the  over-the-counter  market  reported by the  Pinksheets  LLC (or
similar organization or agency succeeding to its functions of reporting prices).

                            [Signature Page Follows]


                                       33
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                        Company:

                                        ORANGE SODA, INC.

                                        By:
                                          --------------------------------------
                                          Name:  Jehu Hand
                                          Title: Chief Executive Officer

                                        Purchaser:

                                        HEM MUTUAL ASSURANCE LLC

                                        By:
                                           -------------------------------------
                                           Name:  Pierce Loughran
                                           Title: Manager


                                       34
<PAGE>

                                   Schedule 1

                                  Purchaser(s)

--------------------------------------------------------------------------------
Name and Address of Purchaser                 Full Amount of Debentures to be
                                                       Purchased
--------------------------------------------------------------------------------
HEM Mutual Assurance LLC
One Tabor Center                                     $1,000,000
1200 17th Street
Suite 1000
Denver, CO  80202
--------------------------------------------------------------------------------

<PAGE>

                                 Schedule 3.1(c)

                     Capitalization and Registration Rights

The certificate of incorporation  authorize 41,001,000 shares of Common Stock to
be outstanding at one time. 1,000 shares of Common Stock are outstanding.

<PAGE>

                                 Schedule 3.1(d)

                     Equity and Equity Equivalent Securities

None.

<PAGE>

                                 Schedule 3.1(e)

                                    Conflicts

None.

<PAGE>

                                 Schedule 3.1(f)

                             Consents and Approvals

SEC Filing - Form D

Colorado Blue Sky Filing (or exemption therefrom)

<PAGE>

                                 Schedule 3.1(g)

                                   Litigation

None.

<PAGE>

                                 Schedule 3.1(h)

                             Defaults and Violations

None.

<PAGE>

                                  Schedule 5.1

                         Form 8-K Disclosure Obligations

None.

<PAGE>
                                   EXHIBIT A-1

                                FIRST DEBENTURE A

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.

US $194,000                                                   October [  ], 2003


                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 27, 2008

            THIS  DEBENTURE of Orange Soda,  Inc., a Delaware  corporation  (the
"Company") in the aggregate principal amount of One Hundred Ninety Four Thousand
Dollars (US $194,000),  is designated as its $194,000,  1% Convertible Debenture
due October 27, 2008 (the "Debentures").

            FOR  VALUE  RECEIVED,  the  Company  promises  to pay to HEM  Mutual
Assurance LLC or its registered assigns (the "Holder"), the principal sum of One
Hundred Ninety Four Thousand  Dollars (US $194,000),  on or prior to October 27,
2008 (the  "Maturity  Date") and to pay interest to the Holder on the  principal
sum at the rate of one  percent  (1%) per annum.  Interest  shall  accrue  daily
commencing on the Original  Issuance Date (as defined in Section 1 below) in the
form of cash or common  stock of the Company  selected by the Holder  subject to
the  provisions  of Section 2(b) hereof,  until payment in full of the principal
sum,  together  with all  accrued  and  unpaid  interest,  has been made or duly
provided  for.  If at any time  after  the  Original  Issuance  Date an Event of
Default has occurred  and is  continuing,  interest  shall accrue at the rate of
fifteen  percent  (15%) per annum from the date of the Event of Default  and the
applicable  cure period through and including the date of payment.  Interest due
and payable  hereunder  shall be paid to the person in whose name this Debenture
(or one or more  successor  Debentures)  is  registered  on the  records  of the
Company  regarding  registration and transfers of the Debentures (the "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
this Debenture shall arise only if such transfer,  sale or other  disposition is
made in accordance  with the terms and conditions  hereof and of the Convertible
Debenture  Purchase  Agreement  (the  "Purchase  Agreement")  by and between the
Company and the Purchaser  (as such term is defined in the Purchase  Agreement),
dated as of October [ ], 2003,  as the same may be amended  from time to time. A
transfer of the right to receive  principal  and interest  under this  Debenture
shall be  transferable  only  through  an  appropriate  entry  in the  Debenture
Register as provided herein.

                                      A1-1
<PAGE>

            If the Company in order to consummate a merger (the "Merger") enters
into a merger  agreement or similar  agreement  with other  parties (the "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger assume all of the obligations,  jointly and severally,  with the Company,
under this Debenture and substitute the Company's Common Stock,  into which this
Debenture is  convertible,  for common stock of such Merger  Partner ("MP Common
Stock")  including  depositing  41,000,000  shares of MP Common  Stock  with the
Escrow  Agent (as  defined in the  Purchase  Agreement).  If and when the Merger
occurs, at the time such Merger is effective,  the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase  Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to Company  Common  Stock shall be  references  to MP Common  Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common Stock as if this  Debenture were issued on the date hereof by the MP that
issued the MP Common Stock and the Company shall have no further  obligations to
issue  shares of Common  Stock  hereunder.  For the benefit of the  Holder,  the
Company  shall  use its  best  efforts  to  effectuate  the  intentions  of this
paragraph.

            If  there  is a  Merger  all of the  provisions  of  this  Debenture
(specifically  including  Section  4) shall be read and  interpreted  as if this
Debenture  was issued by the Merger  Partner  issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common Stock.

            This Debenture is subject to the following additional provisions:

            Section 1.  Definitions.  Capitalized  terms used and not  otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Adjusted Conversion Price" means the lesser of the Fixed Conversion
Price or the Floating  Conversion Price one day prior to the record date set for
the determination of stockholders entitled to receive dividends,  distributions,
rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

            "Company"  shall  mean  the  Company  (as  defined  in the  Purchase
Agreement)  or in the event there is a Merger,  shall mean such  Merger  Partner
that issues the MP Common Stock.

            "Common  Stock"  shall  mean the  Common  Stock (as  defined  in the
Purchase Agreement) and in the event there is a Merger, shall mean the MP Common
Stock  (as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or stock  dividend  from the date the  Purchase  Agreement  is
signed).

            "Conversion  Date" shall have the meaning set forth in Section  4(a)
hereof.

            "Conversion Ratio" means, at any time, a fraction,  the numerator of
which is the then  outstanding  principal  amount  represented by the Debentures
plus accrued but unpaid  interest  thereon,  and the denominator of which is the
conversion price at such time.

            "Fixed Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

            "Floating  Conversion  Price"  shall have the  meaning  set forth in
Section 4(c)i hereof.

            "Notice of  Conversion"  shall have the meaning set forth in Section
4(a) hereof.

                                      A1-2
<PAGE>

            "Original  Issuance  Date" shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof.

            Section 2. Denominations of Debentures;  Interest on Debentures. The
Debentures  are  exchangeable  for  an  equal  aggregate   principal  amount  of
Debentures  of different  authorized  denominations,  as requested by the Holder
surrendering  the same, but shall not be issuable in  denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the Holder will be made for such registration of transfer or exchange.

            Section 3.  Events of Default and Remedies.
            ---------   ------------------------------

            I.  "Event  of  Default,"  when  used  herein,  means any one of the
following  events  (whatever  the reason  and  whether  any such event  shall be
voluntary  or  involuntary  or effected by  operation  of law or pursuant to any
judgment,  decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

            (a) any  default in the payment of the  principal  of or interest on
this  Debenture as and when the same shall become due and payable  either at the
Maturity Date, by acceleration, conversion, or otherwise;

              (b) the  Company  shall  fail to  observe  or  perform  any  other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
five (5) Business Days of its receipt of notice of such failure or breach;

            (c) the  occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a cure period,  such failure or breach shall not have been  remedied  within the
cure period provided for therein;

            (d)  the  Company  or any  of  its  Subsidiaries  shall  commence  a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a general assignment for the benefit of creditors;  or the Company shall fail to
pay, or shall state in writing  that it is unable to pay its debts  generally as
they become due; or the  Company  shall call a meeting of its  creditors  with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing;  or any corporate or other action is taken
by the Company for the purpose of effecting any of the foregoing;


                                      A1-3
<PAGE>

            (e) the Company  shall default in any of its  obligations  under any
mortgage,  indenture or instrument under which there may be issued,  or by which
there may be secured or evidenced,  any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00),  whether such indebtedness
now exists or shall  hereafter be created and such default  shall result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

            (f) the Company shall have its Common Stock deleted or delisted,  as
the case may be,  from the  American  Stock  Exchange,  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;

            (g) notwithstanding  anything herein to the contrary, but subject to
the limitations  set forth in the Debentures,  the Company shall fail to deliver
to the Escrow Agent share  certificates  representing the shares of Common Stock
to be issued upon  conversion of the  Debentures  within three (3) Business Days
after to the  Company's  receipt of notice from the Escrow  Agent to the Company
that  additional  shares of Common  Stock  are  required  to be placed in escrow
pursuant  to Section  4.14 of the  Purchase  Agreement,  Article 2 of the Escrow
Agreement, and/or Section 4(b) of this Debenture;

            (h) the  Company  shall issue a press  release,  or  otherwise  make
publicly known,  that it is not honoring a properly  executed and duly delivered
Notice of Conversion  complying with the terms of this  Debenture,  the Purchase
Agreement and the Escrow Agreement, for any reason whatsoever; and

            (i) the  Company  issues or enters  into an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated  under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns,  during the period commencing
on the date hereof and ending on the four month  anniversary of the Post-Closing
Date.

            II. (a) If any Event of Default occurs,  and continues beyond a cure
period,  if any,  then  the  Holder  may,  by  written  notice  to the  Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company,  notwithstanding  anything  contained herein to
the  contrary,  and the Holder may  immediately  and without  expiration  of any
additional grace period enforce any and all of its rights and remedies hereunder
and all other remedies  available to it under  applicable law. Such  declaration
may be  rescinded  and  annulled  by the  Holder  at any time  prior to  payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  This shall include,  but not be
limited to the right to temporary,  preliminary and permanent  injunctive relief
without the requirement of posting any bond or undertaking.


                                      A1-4
<PAGE>

            (b) The Holder may  thereupon  proceed to protect  and  enforce  its
rights either by suit in equity and/or by action at law or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such Holder.

            (c)  Except  as   expressly   provided   for  herein,   the  Company
specifically  (i)  waives  all  rights it may have (A) to notice of  nonpayment,
notice of  default,  demand,  presentment,  protest  and notice of protest  with
respect to any of the  obligations  hereunder  or the shares of Common Stock and
(B) notice of acceptance hereof or of any other action taken in reliance hereon,
notice and  opportunity  to be heard  before the  exercise  by the Holder of the
remedies  of  self-help,  set-off,  or other  summary  procedures  and all other
demands and notices of any type or description except for cure periods,  if any;
and (ii) releases the Holder,  its officers,  directors,  agents,  employees and
attorneys from all claims for loss or damage caused by any act or failure to act
on the part of the  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.

            (d) As a  non-exclusive  remedy,  upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued  interest thereon at the lesser of the Fixed Conversion Price or the
Floating  Conversion  Price upon giving a Notice of  Conversion  to the Company.
Except as otherwise  provided  herein,  the Company  shall not have the right to
object to the conversion or the calculation of the applicable  conversion price,
absent  manifest  error and the Escrow Agent shall  release the shares of Common
Stock from escrow upon notifying the Company of the conversion.

            III. To effectuate  the terms and provision of this  Debenture,  the
Holder  may give  notice of any  default  to the  Attorney-in-Fact  as set forth
herein  and  give a  copy  of  such  notice  to the  Company  and  its  counsel,
simultaneously,  and  request the  Attorney-in-Fact  to comply with the terms of
this  Debenture  and the  Purchase  Agreement  and all  agreements  entered into
pursuant to the Purchase Agreement on behalf of the Company.

            Section 4.  Conversion.

            (a)  Except  as  otherwise  set  forth  herein  or in  the  Purchase
Agreement,  the unpaid  principal  amount of this Debenture shall be convertible
into  shares of Common  Stock at the  Conversion  Ratio as  defined  above,  and
subject  to the  Limitation  on  Conversion  described  in  Section  4.18 of the
Purchase  Agreement,  at the option of the Holder,  in whole or in part,  at any
time,  commencing  on the Original  Issuance  Date.  Such shares of Common Stock
shall be without any  restriction  and freely  tradable  pursuant to Rule 504 of
Regulation D of the Securities Act. Any conversion under this Section 4(a) shall
be for a  minimum  principal  amount of  $1,000.00  of the  Debentures  plus the
interest  accrued  and due  thereon.  The Holder  shall  effect  conversions  by
surrendering  the Debenture to be converted to the Escrow  Agent,  together with
the form of notice attached hereto as Appendix I ("Notice of Conversion") in the
manner set forth in Section 4(j) hereof. Each Notice of Conversion shall specify
the  principal  amount of  Debentures to be converted and the date on which such
conversion  is to be effected  (the  "Conversion  Date") which date shall not be
less than two (2) Business Days after the date on which the Notice of Conversion
is delivered to the Escrow Agent.  Subject to the last paragraph of Section 4(b)
hereof,  each Notice of Conversion,  once given,  shall be  irrevocable.  If the
Holder is converting  less than all of the principal  amount  represented by the
Debentures tendered by the Holder in the Notice of Conversion, the Company shall
deliver to the Holder a new Debenture for such principal  amount as has not been
converted within two (2) Business Days of the Conversion Date. In the event that
the Escrow  Agent  holds the  Debentures  on behalf of the  Holder,  the Company
agrees  that  in  lieu  of  surrendering   the  Debentures  upon  every  partial
conversion,  the Escrow  Agent  shall give the  Company  and the Holder  written
notice of the amount of the Debentures left unconverted. Upon conversion in full
of the  Debentures or upon the Maturity  Date, the Escrow Agent shall return the
Debentures and the Escrow Shares, if any, to the Company for cancellation.



                                      A1-5
<PAGE>

            (b) Not later than two (2) Business Days after the Conversion  Date,
the Escrow Agent shall deliver to the Holder (i) a certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been  surrendered  to the Company,  the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of the  Debentures  not  yet  converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon   conversion  of  the
Debentures,  until the  Debentures  are either  delivered for  conversion to the
Escrow Agent or the Company or any transfer  agent for the  Debentures or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and an  agreement
reasonably  acceptable  to the Company  indemnifying  the Company  from any loss
incurred by it in connection with such loss,  theft or destruction.  In the case
of a  conversion  pursuant to a Notice of  Conversion,  if such  certificate  or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled,  upon  providing  written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion,  in which event, the Company shall  immediately  return
the Debentures tendered for conversion.

            Subject to any limitations set forth in the Purchase Agreement,  the
Company agrees that at any time the conversion  price of the Debentures are such
that the  number  of Escrow  Shares  is less  than  200% of the Full  Conversion
Shares,  upon five (5) Business Days of the Company's  receipt of notice of such
circumstance from the Purchaser and/or the Escrow Agent, the Company shall issue
share  certificates  in the name of the  Purchaser  and  deliver the same to the
Escrow  Agent,  in such number that the new number of Escrow  Shares is equal to
200% of the Full Conversion Shares.

            (c) (i) The  conversion  price for the  Debentures  in effect on any
Conversion  Date shall be the  lesser of (a) the lesser of $1.00 or one  hundred
twenty-five percent (125%) of the average of the closing bid prices per share of
the Common  Stock  during the five (5) Trading Days  immediately  preceding  the
Closing (as defined in the Purchase Agreement) (the "Fixed Conversion Price") or
(b) one hundred  percent  (100%) of the average of the three (3) lowest  closing
bid prices  per share of the Common  Stock  during the forty (40)  Trading  Days
immediately preceding the Conversion Date (the "Floating Conversion Price"); For
purposes of determining the closing bid price on any day,  reference shall be to
the closing bid price for a share of Common  Stock on such date on the OTCBB (or
such other  exchange,  market,  or other  system  that the Common  Stock is then
traded on), as reported on Bloomberg,  L.P. (or similar  organization  or agency
succeeding to its functions of reporting prices).



                                      A1-6
<PAGE>

                        (ii)  If the  Company,  at  any  time  while  any of the
Debentures are outstanding, (a) shall pay a stock dividend or otherwise
make a distribution  or  distributions  on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common Stock or of
capital stock of any class),  (b) subdivide  outstanding  shares of Common Stock
into a larger number of shares,  (c) combine  outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification  any shares of
capital stock of the Company,  the Fixed  Conversion Price as applied in Section
4(c)(i) shall be  multiplied by a fraction,  the numerator of which shall be the
number of shares of Common Stock of the Company  outstanding  immediately before
such event and the  denominator of which shall be the number of shares of Common
Stock outstanding  immediately after giving effect to such event. Any adjustment
made pursuant to this Section 4(c)(ii) shall become effective  immediately after
the record date for the  determination of stockholders  entitled to receive such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective  date in the case of a subdivision,  combination or  reclassification,
provided that no adjustment  shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.

                        (iii) If, at any time  while any of the  Debentures  are
outstanding, the Company issues or sells shares of Common Stock, or
options,  warrants or other rights to subscribe for or purchase shares of Common
Stock  (excluding  shares of Common Stock  issuable  upon the  conversion of the
Debentures  or upon the  exercise of  options,  warrants  or  conversion  rights
granted  prior to the date  hereof)  and at a price per share  less than the Per
Share Market Value (as defined in the Purchase Agreement) of the Common Stock at
the issue date mentioned  below,  the Fixed Conversion Price shall be multiplied
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such  shares,  options,  warrants or rights plus the number of shares  which the
aggregate offering price of the total number of shares so offered would purchase
at such Per Share Market Value, and the denominator of which shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding on the
date of  issuance  of such  options,  rights  or  warrants  plus the  number  of
additional  shares of Common Stock offered for  subscription  or purchase.  Such
adjustment  shall be made whenever  such options,  rights or warrants are issued
(and if such  adjustment is made, no further  adjustment  will be made when such
options,  rights  or  warrants  are  exercised),   and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such options, rights or warrants. However, upon the expiration of any
options,  right or warrant to  purchase  Common  Stock,  the  issuance  of which
resulted in an adjustment in the conversion  price designated in Section 4(c)(i)
hereof pursuant to this Section 4(c)(iii), if any such options, right or warrant
shall expire and shall not have been exercised, the Fixed Conversion Price shall
immediately  upon such expiration be recomputed and effective  immediately  upon
such  expiration  be  increased  to the  price  which it would  have  been  (but
reflecting any other  adjustments  in the conversion  price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the adjustment of the  conversion  price made upon the issuance of such options,
rights or  warrants  been  made on the basis of  offering  for  subscription  or
purchase only that number of shares of Common Stock actually  purchased upon the
exercise of such options,  rights or warrants actually exercised.  There will be
no adjustment under this Section  4(c)(iii) if Common Stock is issued due to the
exercise of (x) employee stock options that were issued to such employee, or (y)
other  options,  warrants or rights to subscribe  for or purchase  that,  in any
case, are issued at an exercise or subscription  price equal to Per Share Market
Value.


                                      A1-7
<PAGE>

                        (iv) If, at any time while  Debentures are  outstanding,
the Company distributes to all holders of Common Stock (and not to
holders of Debentures) evidences of Company indebtedness or assets, or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 4(c)(iii)  hereof),  then, in each such case, the conversion price at
which each Debenture then outstanding  shall thereafter be convertible  shall be
determined by multiplying (A) the Fixed Conversion  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution by a fraction, the numerator of which shall be the Per
Share  Market  Value  of the  Common  Stock  determined  as of the  record  date
mentioned  above  less the then fair  market  value at such  record  date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good faith and the  denominator  of which shall be the Per Share Market Value of
the Common Stock on such record date; provided,  however, that in the event of a
distribution  exceeding ten percent (10%) of the net assets of the Company, such
fair market  value  shall be  determined  by a  nationally  recognized  or major
regional  investment  banking  firm  or  firm of  independent  certified  public
accountants  of  nationally  recognized  standing  (which  may be the firm  that
regularly  examines the financial  statements  of the Company) (an  "Appraiser")
selected in good faith by the holders of a majority of the  principal  amount of
the Debentures then outstanding;  and provided, further, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an additional Appraiser,  in which case such fair market value shall be equal to
the average of the  determinations  by each such  Appraiser.  In either case the
adjustments  shall be  described  in a statement  provided to the Holder and all
other   holders  of  Debentures  of  the  portion  of  assets  or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.  The Company  shall pay all fees and expenses of any  Appraiser  selected
under this Section 4(c)(iv).

                        (v) All calculations  under this Section 4 shall be made
to the nearest  1/1000th of a cent or the  nearest  1/1000th of a share,  as the
case may be.  Any  calculation  equal to or over .005 shall be rounded up to the
next cent or share and any  calculation  less than .005 shall be rounded down to
the previous cent or share.

                        (vi) In the event the  conversion  price is not adjusted
pursuant to Section  4(c)(ii) or (v), within two (2) Business Days following the
occurrence  of an event  described  therein and, in the case of Section  4c(iv),
within three (3) Business Days  following the  determination  of the fair market
value by the  Appraiser(s),  the  Holder  shall  have the right to  require  the
Company  to  redeem  the   Debentures   at  140%  of  the  Purchase   Price  and
simultaneously  pay such amount and all accrued  interest  and  dividends to the
Holder pursuant to the written instructions  provided by the Holder. The Company
will have two (2) Business Days to make the appropriate adjustment from the time
the  Company is  provided  with  written  notice from the Holder of a failure to
comply with this Section 4.


                                      A1-8
<PAGE>

                        (vii)  Whenever the Fixed  Conversion  Price is adjusted
pursuant to Section  4(c)(ii),(iii)  or (iv),  the Company  shall within two (2)
Business Days after the determination of the new Fixed Conversion Price mail and
fax (in the manner set forth in Section  4(j)  hereof) to the Holder and to each
other  holder of  Debentures,  a notice  ("Company  Notice of  Conversion  Price
Adjustment")  setting forth the Fixed Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                        (viii)  In case of any  reclassification  of the  Common
Stock, any consolidation or merger of the Company with or into another
person,  the sale or transfer of all or  substantially  all of the assets of the
Company or any compulsory  share exchange  pursuant to which the Common Stock is
converted  into  other  securities,  cash  or  property,  then  each  holder  of
Debentures  then  outstanding  shall have the right  thereafter  to convert such
Debentures  only into the  shares of stock and  other  securities  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger,  sale,  transfer  or  share  exchange
(except in the event the property is cash,  then the Holder shall have the right
to  convert  the  Debentures  and  receive  cash in the  same  manner  as  other
stockholders),  and the Holder shall be entitled upon such event to receive such
amount of  securities  or property  as the holder of shares of the Common  Stock
into which such Debentures could have been converted  immediately  prior to such
reclassification,  consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation,  merger, sale, transfer
or share  exchange  shall  include  such terms so as to  continue to give to the
Holder the right to receive the securities or property set forth in this Section
4(c)(viii)  upon any conversion  following  such  consolidation,  merger,  sale,
transfer or share  exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;

                        (ix) If:

                                    (A)     the Company shall declare a dividend
                                            (or any other distribution) on  its
                                             Common Stock; or

                                    (B)     the Company  shall declare a special
                                            non-recurring      cash     dividend
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            grant to all  holders  of the Common
                                            Stock    rights   or   warrants   to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the approval of any  stockholders of
                                            the  Company  shall be  required  in
                                            connection with any reclassification
                                            of the Common  Stock of the  Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is a  party,  any  sale  or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the Common Stock is  converted  into
                                            other securities,  cash or property;
                                            or


                                      A1-9
<PAGE>

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;


then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of the  Debentures  at their last  addresses
and facsimile  number set forth in the  Debenture  Register at least twenty (20)
calendar  days prior to the  applicable  record or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such dividend,  distribution,  redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distributions,  redemption, rights or
warrants are to be determined,  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up is expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale, transfer,  share exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

            (d) If at any time  conditions  shall  arise by  reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company,  is not  adequately  covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the Holder and all other  holders of Debentures  (different  or  distinguishable
from the effect  generally  on rights of  holders of any class of the  Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the effective date of such action,  mail and fax a written notice to each holder
of  Debentures  briefly  describing  the action  contemplated,  and an Appraiser
selected  by the  holders of majority  in  principal  amount of the  outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards  established  in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment as to the  securities  into which  Debentures  may thereafter be
convertible)  and any  distribution  which is or would be  required  to preserve
without  diluting the rights of the holders of  Debentures;  provided,  however,
that the Company,  after receipt of the  determination by such Appraiser,  shall
have the right to select an additional  Appraiser,  in which case the adjustment
shall  be equal to the  average  of the  adjustments  recommended  by each  such
Appraiser. The Company shall pay all fees and expenses of any Appraiser selected
under this Section  4(d).  The Board of Directors of the Company  shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the  taking  of any such  action  contemplated,  as the  case may be;  provided,
however, that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions,  would
result in an increase of the conversion price above the conversion price then in
effect.


                                     A1-10
<PAGE>

            (e) Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement,  including without limitation,  Sections 4.14, 4.28,
4.29 and 4.30 thereof,  the Company  covenants and agrees that it shall,  at all
times,  reserve and keep  available out of its  authorized  and unissued  Common
Stock solely for the purpose of issuance upon  conversion  of the  Debentures as
herein  provided,  free from  preemptive  rights or any other actual  contingent
purchase  rights of persons  other than the  Holder of the  Debentures,  two (2)
times such number of shares of Common  Stock as shall be issuable  (taking  into
account the  adjustments  and  restrictions  of Section  4(c) and  Section  4(d)
hereof) upon the conversion of the aggregate principal amount of the outstanding
Debentures.  The Company covenants that, subject to the limitations set forth in
this  Section  4(e),  all shares of Common  Stock that  shall be  issuable  upon
conversion  of  the  Debentures  shall,  upon  issuance,  be  duly  and  validly
authorized and issued and fully paid and non-assessable.

           (f) No  fractional  shares of Common  Stock shall be issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.

            (g) The  issuance of a  certificate  or  certificates  for shares of
Common Stock upon  conversion of the Debentures  shall be made without charge to
the Holder  for any  documentary  stamp or similar  taxes that may be payable in
respect of the  issuance  or  delivery of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the Holder and the Company shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

            (h) The  Debentures  converted  into Common  Stock shall be canceled
upon conversion.

            (i) On the Maturity Date, the  unconverted  principal  amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or, if payment in full is not  received  within two (2)  Business  Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the lesser of the Fixed  Conversion  Price and the Floating  Conversion Price as
set forth in Section 4(c)(i).

            (j) Each Notice of  Conversion  shall be given by  facsimile  to the
Escrow  Agent no later  than 4:00 pm New York  time on any  Business  Day.  Upon
receipt of such Notice of Conversion, the Escrow Agent shall forward such Notice
of  Conversion to the Company by facsimile by 6:00 p.m. New York time on the day
on which the Escrow Agent  receives the Notice of  Conversion,  at the facsimile
telephone  number and address of the principal place of business of the Company.
Any such notice shall be deemed given and  effective  upon the  transmission  of
such  facsimile  at the  facsimile  telephone  number  specified in the Purchase
Agreement  (with printed  confirmation of  transmission).  In the event that the
Escrow Agent receives the Notice of Conversion  after 4:00 p.m. New York time or
the Company  receives the Notice of Conversion  after 6:00 p.m. New York time on
such  day,  or the  Holder  receives  the  Company  Notice of  Conversion  Price
Adjustment  after 6:00 p.m.  New York time,  any such notice  shall be deemed to
have been given on the next Business Day.

                                     A1-11
<PAGE>

            Section  5.  Redemption  of  Debentures.  (a) At any time  after the
Execution  Date,  so long as no Event of Default  has  occurred  and,  if a cure
period is  provided,  has not been cured,  the Company  shall have the option to
redeem any unconverted  amount of the Debentures,  either in part or whole, upon
no less than thirty (30) days written  notice thereof given to the Holder with a
copy to the Escrow  Agent (the  "Redemption  Notice"),  at one  hundred  fifteen
percent (115%) of the unconverted amount of the Debentures plus accrued interest
thereon (the "Redemption Price").  Notwithstanding  anything contained herein to
the contrary,  if the Company decides to redeem the outstanding principal amount
of the  Debenture  under the  second  proviso in the first  sentence  of Section
4(c)(i) of this  Debenture,  the Company shall have three (3) Business Days from
their  decision to redeem the Debenture in order to effectuate the redemption of
such principal amount of the outstanding Debenture.

            (b)  Within  three (3)  Business  Days  prior to the date  fixed for
redemption in the  Redemption  Notice,  the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the Redemption  Price, on such  redemption  date, the Escrow Agent shall release
the Redemption Price to the Holder and return the remaining  Debentures,  Escrow
Shares and Underlying Shares to the Company.

            (c) In the event that the Company  fails to deposit  the  Redemption
Price in the Escrow  Agent's IOLA account  number  within the time  allocated in
Section 5(b) hereof, then the redemption shall be declared null and void.

            Section 6.  Intentionally Omitted.

            Section 7. Absolute  Payment  Obligation;  Limitation on Prepayment.
Except as expressly  provided herein, 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 is a direct
obligation  of the  Company.  This  Debenture  ranks  pari  passu with all other
Debentures now or hereafter issued under the terms set forth herein. The Company
may not prepay any portion of the outstanding principal amount on the Debentures
except in  accordance  with the  Purchase  Agreement  or  Sections  4(c)(i) or 5
hereof.

            Section 8. No Rights of Stockholders.  Except as otherwise  provided
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to any  of the  rights  of a  stockholder  of  the  Company,  including  without
limitation,  the right to vote on or consent to any action, to receive dividends
and other distributions,  or to receive any notice of, or to attend, meetings of
stockholders or any other  proceedings of the Company,  unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.

            Section 9. Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated,  lost,  stolen or  destroyed,  the Company shall execute and
deliver,  in exchange and substitution for and upon  cancellation of a mutilated
Debenture,  or in lieu of or in  substitution  for a lost,  stolen or  destroyed
Debenture,  a new  Debenture  for the  principal  amount  of this  Debenture  so
mutilated,  lost,  stolen or destroyed  but only upon receipt of an affidavit of
such loss,  theft or  destruction  of such  Debenture,  and, if requested by the
Company, an agreement to indemnity the Company in form reasonably  acceptable to
the Company.



                                     A1-12
<PAGE>

            Section 10.  Governing Law. This Debenture  shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the  Company at its  address  set forth in the
Purchase Agreement.

            Section 11. Notices. Any notice,  request,  demand, waiver, consent,
approval or other  communication  which is required or  permitted to be given to
any party  hereunder  shall be in writing and shall be deemed duly given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or certified mail (return receipt  requested),  with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one day after being  mailed,  addressed to the party at its
address  as set forth in Section  7.3 of the  Purchase  Agreement  or such other
address as may be designated  hereafter by notice given pursuant to the terms of
this Section 11.

            Section  12.  Waiver.  Any waiver by the  Company or the Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture in any other occasion. Any waiver must be in writing.

            Section 13.  Invalidity.  If any provision of this Debenture is held
to be invalid,  illegal or  unenforceable,  the balance of this Debenture  shall
remain in effect,  and if any provision is held to be inapplicable to any person
or circumstance,  it shall  nevertheless  remain applicable to all other persons
and circumstances.

            Section 14. Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next following Business Day.

            Section  15.  Transfer;   Assignment.  This  Debenture  may  not  be
transferred or assigned,  in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities laws.



                                     A1-13
<PAGE>

            Section 16.  Future  Financing.  If, at any time this  Debenture  is
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and the Purchase  Agreement and this Debenture  shall be terminated.
This provision shall survive both Closing and Post-Closing.

            Section 17. Fees of  Enforcement.  In the event any Party  commences
legal  action to enforce its rights  under this  Debenture,  the  non-prevailing
party shall pay all reasonable costs and expenses  (including but not limited to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative fees) incurred in enforcing such rights.





                            [Signature Page Follows]


                                     A1-14
<PAGE>


            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed by an officer thereunto duly authorized as of the date first above
indicated.

                                    ORANGE SODA, INC.


Attest:                             By: /s/
                                       -----------------------------------------
                                    Name: Jehu Hand
                                    Title: President and Chief Executive Officer



                                     A1-15
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the  Debentures,  the  undersigned  hereby
irrevocably  elects to convert  the  attached  Debenture  into  shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of Orange Soda,  Inc.
(the  "Company"),  or, if a Merger (as defined in the  Debenture)  has occurred,
into shares of MP Common  Stock (as defined in the  Debenture)  according to the
provisions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  A fee of $400 will be charged by the Escrow  Agent to the Holder for
each  conversion.  No other  fees will be  charged  to the  Holder,  except  for
transfer taxes, if any.


Conversion calculations:

                                   -------------------------------------------
                                   Date to Effect Conversion

                                   -------------------------------------------
                                   Principal Amount of Debentures to be
                                   Converted


                                   Interest to be Converted or Paid

                                   -------------------------------------------
                                   Applicable Conversion Price (Pursuant to
                                   Section 4(c)(v))

                                   -------------------------------------------
                                   Number of Shares to be Issued Upon Conversion

                                   -------------------------------------------
                                   Signature

                                   -------------------------------------------
                                   Name

                                   -------------------------------------------
                                   Address


                                     A1-16
<PAGE>

                                   EXHIBIT A-2

                                FIRST DEBENTURE B

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.

US $150,000                                                   October [  ], 2003

                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 27, 2008

            THIS  DEBENTURE of Orange Soda,  Inc., a Delaware  corporation  (the
"Company")  in the  aggregate  principal  amount of One Hundred  Fifty  Thousand
Dollars (US $150,000),  is designated as its $150,000,  1% Convertible Debenture
due October 27, 2008 (the "Debentures").

            FOR VALUE RECEIVED, except as otherwise provided herein, the Company
promises  to pay to HEM Mutual  Assurance  LLC or its  registered  assigns  (the
"Holder"),  the  principal  sum  of  One  Hundred  Fifty  Thousand  Dollars  (US
$150,000),  on or prior to October  27,  2008 (the  "Maturity  Date") and to pay
interest to the Holder on the  principal sum at the rate of one percent (1%) per
annum.  Except  as  otherwise  provided  herein,  interest  shall  accrue  daily
commencing on the Original  Issuance Date (as defined in Section 1 below) in the
form of cash or common  stock of the Company  selected by the Holder  subject to
the  provisions  of Section 2(b) hereof,  until payment in full of the principal
sum,  together  with all  accrued  and  unpaid  interest,  has been made or duly
provided  for.  If at any time  after  the  Original  Issuance  Date an Event of
Default has occurred  and is  continuing,  interest  shall accrue at the rate of
fifteen  percent  (15%) per annum from the date of the Event of Default  and the
applicable  cure period through and including the date of payment.  Interest due
and payable  hereunder  shall be paid to the person in whose name this Debenture
(or one or more  successor  Debentures)  is  registered  on the  records  of the
Company  regarding  registration and transfers of the Debentures (the "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
this Debenture shall arise only if such transfer,  sale or other  disposition is
made in accordance  with the terms and conditions  hereof and of the Convertible
Debenture  Purchase  Agreement  (the  "Purchase  Agreement")  by and between the
Company and the Purchaser  (as such term is defined in the Purchase  Agreement),
dated as of October [ ], 2003,  as may be amended  from time to time. A transfer
of the right to receive  principal and interest  under this  Debenture  shall be
transferable  only through an  appropriate  entry in the  Debenture  Register as
provided herein.

                                      A2-1
<PAGE>

            If the Company in order to consummate a merger (the "Merger") enters
into a merger  agreement or similar  agreement  with other  parties (the "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger assume all of the obligations,  jointly and severally,  with the Company,
under this Debenture and substitute the Company's Common Stock,  into which this
Debenture is  convertible,  for common stock of such Merger  Partner ("MP Common
Stock")  including  depositing  41,000,000  shares of MP Common  Stock  with the
Escrow  Agent (as  defined in the  Purchase  Agreement).  If and when the Merger
occurs, at the time such Merger is effective,  the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase  Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to Company  Common  Stock shall be  references  to MP Common  Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common Stock as if this  Debenture were issued on the date hereof by the MP that
issued the MP Common Stock and the Company shall have no further  obligations to
issue  shares of Common  Stock  hereunder.  For the benefit of the  Holder,  the
Company  shall  use its  best  efforts  to  effectuate  the  intentions  of this
paragraph.

            If  there  is a  Merger  all of the  provisions  of  this  Debenture
(specifically  including  Section  4) shall be read and  interpreted  as if this
Debenture  was issued by the Merger  Partner  issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common Stock.

            Notwithstanding   anything   contained   herein,   in  the  Purchase
Agreement,  or in the Note B to the contrary,  this First  Debenture B shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note B shall not be due and  payable  and  shall  not be deemed  part of the
"Purchase Price" for purposes of Section 4.25 of the Purchase Agreement,  unless
and until:

                         (i)        the Holder elects that Note B  shall  become
                                    due and payable; and

                        (ii)        the   number  of  Escrow   Shares   for  the
                                    aggregate principal amount of the Debentures
                                    then  outstanding and this First Debenture B
                                    is at least  200% of the number of shares of
                                    common stock of the Company or RWNT,  as the
                                    case may be, that would be needed to satisfy
                                    full  conversion  of  all  such  unconverted
                                    Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not, the Company or the Merger Partner, as the case may be, shall increase in
accordance  with and subject to the  provisions  of Section 4.14 of the Purchase
Agreement,  the number of Escrow Shares to cover 200% of the number of shares of
common  stock of the  Company or the Merger  Partner,  as the case may be,  that
would be needed to satisfy full conversion of all of such Debenture  pursuant to
the  procedures set forth in Section 4.14 of the Purchase  Agreement;  provided,
further, that,  notwithstanding the foregoing,  this First Debenture B shall not
accrue interest,  shall not be convertible and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note  shall not be deemed  part of the  "Purchase  Price"  for  purposes  of
Section 4.25 of the Purchase  Agreement,  unless and until the Note B is paid in
full by the Holder or its successors and assigns.

            If the Note B has not been paid in full by the Holder to the Company
(whether  or not it is  otherwise  then due or  payable by its  terms),  (i) any
payments  from the Company to the Holder  pursuant to Sections  4.19 and 4.33 of
the Purchase  Agreement will be offset by the principal amount of the Note B and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First  Debenture  C, First  Debenture D and the Second  Debenture in Sections
4.19 and 4.33 in Purchase Agreement.

                                      A2-2
<PAGE>

            This Debenture is subject to the following additional provisions:

            Section 1.  Definitions.  Capitalized  terms used and not  otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Adjusted Conversion Price" means the lesser of the Fixed Conversion
Price or the Floating  Conversion Price one day prior to the record date set for
the determination of stockholders entitled to receive dividends,  distributions,
rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

            "Company"  shall  mean  the  Company  (as  defined  in the  Purchase
Agreement)  or in the event there is a Merger,  shall mean such  Merger  Partner
that issues the MP Common Stock.

            "Common  Stock"  shall  mean the  Common  Stock (as  defined  in the
Purchase Agreement) and in the event there is a Merger, shall mean the MP Common
Stock  (as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or stock  dividend  from the date the  Purchase  Agreement  is
signed).

            "Conversion  Date" shall have the meaning set forth in Section  4(a)
hereof.

            "Conversion Ratio" means, at any time, a fraction,  the numerator of
which is the then  outstanding  principal  amount  represented by the Debentures
plus accrued but unpaid  interest  thereon,  and the denominator of which is the
conversion price at such time.

            "Fixed Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

            "Floating  Conversion  Price"  shall have the  meaning  set forth in
Section 4(c)i hereof.

            "Notice of  Conversion"  shall have the meaning set forth in Section
4(a) hereof.


            "Original  Issuance  Date" shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof.


                                      A2-3
<PAGE>

            Section 2. Denominations of Debentures;  Interest on Debentures. The
Debentures  are  exchangeable  for  an  equal  aggregate   principal  amount  of
Debentures  of different  authorized  denominations,  as requested by the Holder
surrendering  the same, but shall not be issuable in  denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the Holder will be made for such registration of transfer or exchange.

            Section 3.  Events of Default and Remedies.

            I.  "Event  of  Default,"  when  used  herein,  means any one of the
following  events  (whatever  the reason  and  whether  any such event  shall be
voluntary  or  involuntary  or effected by  operation  of law or pursuant to any
judgment,  decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

            (a) any  default in the payment of the  principal  of or interest on
this  Debenture as and when the same shall become due and payable  either at the
Maturity Date, by acceleration, conversion, or otherwise;

              (b) the  Company  shall  fail to  observe  or  perform  any  other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
five (5) Business Days of its receipt of notice of such failure or breach;

            (c) the  occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a cure period,  such failure or breach shall not have been  remedied  within the
cure period provided for therein;

            (d)  the  Company  or any  of  its  Subsidiaries  shall  commence  a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a general assignment for the benefit of creditors;  or the Company shall fail to
pay, or shall state in writing  that it is unable to pay its debts  generally as
they become due; or the  Company  shall call a meeting of its  creditors  with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing;  or any corporate or other action is taken
by the Company for the purpose of effecting any of the foregoing;



                                      A2-4
<PAGE>

            (e) the Company  shall default in any of its  obligations  under any
mortgage,  indenture or instrument under which there may be issued,  or by which
there may be secured or evidenced,  any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00),  whether such indebtedness
now exists or shall  hereafter be created and such default  shall result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

            (f) the Company shall have its Common Stock deleted or delisted,  as
the case may be,  from the  American  Stock  Exchange,  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;

            (g) notwithstanding  anything herein to the contrary, but subject to
the limitations  set forth in the Debentures,  the Company shall fail to deliver
to the Escrow Agent share  certificates  representing the shares of Common Stock
to be issued upon  conversion of the  Debentures  within three (3) Business Days
after to the  Company's  receipt of notice from the Escrow  Agent to the Company
that  additional  shares of Common  Stock  are  required  to be placed in escrow
pursuant  to Section  4.14 of the  Purchase  Agreement,  Article 2 of the Escrow
Agreement, and/or Section 4(b) of this Debenture;

            (h) the  Company  shall issue a press  release,  or  otherwise  make
publicly known,  that it is not honoring a properly  executed and duly delivered
Notice of Conversion  complying with the terms of this  Debenture,  the Purchase
Agreement and the Escrow Agreement, for any reason whatsoever; and

            (i) the  Company  issues or enters  into an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated  under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns,  during the period commencing
on the date hereof and ending on the four month  anniversary of the Post-Closing
Date.

            II. (a) If any Event of Default occurs,  and continues beyond a cure
period,  if any,  then  the  Holder  may,  by  written  notice  to the  Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company,  notwithstanding  anything  contained herein to
the  contrary,  and the Holder may  immediately  and without  expiration  of any
additional grace period enforce any and all of its rights and remedies hereunder
and all other remedies  available to it under  applicable law. Such  declaration
may be  rescinded  and  annulled  by the  Holder  at any time  prior to  payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  This shall include,  but not be
limited to the right to temporary,  preliminary and permanent  injunctive relief
without the requirement of posting any bond or undertaking.



                                      A2-5
<PAGE>

            (b) The Holder may  thereupon  proceed to protect  and  enforce  its
rights either by suit in equity and/or by action at law or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such Holder.

            (c)  Except  as   expressly   provided   for  herein,   the  Company
specifically  (i)  waives  all  rights it may have (A) to notice of  nonpayment,
notice of  default,  demand,  presentment,  protest  and notice of protest  with
respect to any of the  obligations  hereunder  or the shares of Common Stock and
(B) notice of acceptance hereof or of any other action taken in reliance hereon,
notice and  opportunity  to be heard  before the  exercise  by the Holder of the
remedies  of  self-help,  set-off,  or other  summary  procedures  and all other
demands and notices of any type or description except for cure periods,  if any;
and (ii) releases the Holder,  its officers,  directors,  agents,  employees and
attorneys from all claims for loss or damage caused by any act or failure to act
on the part of the  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.

            (d) As a  non-exclusive  remedy,  upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued  interest thereon at the lesser of the Fixed Conversion Price or the
Floating  Conversion  Price upon giving a Notice of  Conversion  to the Company.
Except as otherwise  provided  herein,  the Company  shall not have the right to
object to the conversion or the calculation of the applicable  conversion price,
absent  manifest  error and the Escrow Agent shall  release the shares of Common
Stock from escrow upon notifying the Company of the conversion.

            III. To effectuate  the terms and provision of this  Debenture,  the
Holder  may give  notice of any  default  to the  Attorney-in-Fact  as set forth
herein  and  give a  copy  of  such  notice  to the  Company  and  its  counsel,
simultaneously,  and  request the  Attorney-in-Fact  to comply with the terms of
this  Debenture  and the  Purchase  Agreement  and all  agreements  entered into
pursuant to the Purchase Agreement on behalf of the Company.

            Section 4.  Conversion.

            (a)  Except  as  otherwise  set  forth  herein  or in  the  Purchase
Agreement,  the unpaid  principal  amount of this Debenture shall be convertible
into  shares of Common  Stock at the  Conversion  Ratio as  defined  above,  and
subject  to the  Limitation  on  Conversion  described  in  Section  4.18 of the
Purchase  Agreement and subject to the  limitation  set forth in Section 4.28 of
the Purchase  Agreement and in the  paragraphs  three through five of this First
Debenture B following  the  paragraph  that begin "For Value  Received",  at the
option  of the  Holder,  in whole or in part,  at any  time,  commencing  on the
Original  Issuance  Date.  Such  shares of Common  Stock  shall be  without  any
restriction  and freely  tradable  pursuant to Rule 504 of  Regulation  D of the
Securities  Act. Any  conversion  under this Section 4(a) shall be for a minimum
principal  amount of $1,000.00 of the Debentures  plus the interest  accrued and
due thereon.  The Holder shall effect  conversions by surrendering the Debenture
to be converted to the Escrow Agent,  together with the form of notice  attached
hereto as Appendix I ("Notice of Conversion") in the manner set forth in Section
4(j) hereof.  Each Notice of Conversion  shall  specify the principal  amount of
Debentures  to be  converted  and the date on  which  such  conversion  is to be
effected  (the  "Conversion  Date")  which  date  shall not be less than two (2)
Business  Days after the date on which the Notice of  Conversion is delivered to
the Escrow  Agent.  Subject to the last  paragraph of Section 4(b) hereof,  each
Notice  of  Conversion,  once  given,  shall be  irrevocable.  If the  Holder is
converting less than all of the principal  amount  represented by the Debentures
tendered by the Holder in the Notice of Conversion, the Company shall deliver to
the Holder a new Debenture for such  principal  amount as has not been converted
within  two (2)  Business  Days of the  Conversion  Date.  In the event that the
Escrow Agent holds the  Debentures on behalf of the Holder,  the Company  agrees
that in lieu of surrendering the Debentures upon every partial  conversion,  the
Escrow Agent shall give the Company and the Holder  written notice of the amount
of the Debentures left unconverted. Upon conversion in full of the Debentures or
upon the Maturity  Date,  the Escrow Agent shall return the  Debentures  and the
Escrow Shares, if any, to the Company for cancellation.



                                      A2-6
<PAGE>

            (b) Not later than two (2) Business Days after the Conversion  Date,
the Escrow Agent shall deliver to the Holder (i) a certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been  surrendered  to the Company,  the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of the  Debentures  not  yet  converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon   conversion  of  the
Debentures,  until the  Debentures  are either  delivered for  conversion to the
Escrow Agent or the Company or any transfer  agent for the  Debentures or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and an  agreement
reasonably  acceptable  to the Company  indemnifying  the Company  from any loss
incurred by it in connection with such loss,  theft or destruction.  In the case
of a  conversion  pursuant to a Notice of  Conversion,  if such  certificate  or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled,  upon  providing  written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion,  in which event, the Company shall  immediately  return
the Debentures tendered for conversion.

            Subject to any limitations set forth in the Purchase Agreement,  the
Company agrees that at any time the conversion  price of the Debentures are such
that the  number  of Escrow  Shares  is less  than  200% of the Full  Conversion
Shares,  upon five (5) Business Days of the Company's  receipt of notice of such
circumstance from the Purchaser and/or the Escrow Agent, the Company shall issue
share  certificates  in the name of the  Purchaser  and  deliver the same to the
Escrow  Agent,  in such number that the new number of Escrow  Shares is equal to
200% of the Full Conversion Shares.

            (c) (i) The  conversion  price for the  Debentures  in effect on any
Conversion  Date shall be the lesser of (a) one hundred fifty percent  (150%) of
the Fixed  Conversion  Price (as defined and computed in the First  Debenture A)
(the "Fixed Conversion  Price") or (b) one hundred percent (100%) of the average
of the three (3) lowest  closing bid prices per share of the Common Stock during
the forty (40) Trading  Days  immediately  preceding  the  Conversion  Date (the
"Floating  Conversion Price"). For purposes of determining the closing bid price
on any day,  reference  shall be to the  closing bid price for a share of Common
Stock on such date on the OTCBB (or such other exchange, market, or other system
that the Common  Stock is then traded on), as reported on  Bloomberg,  L.P.  (or
similar organization or agency succeeding to its functions of reporting prices).



                                      A2-7
<PAGE>

                        (ii)  If the  Company,  at  any  time  while  any of the
Debentures are  outstanding,  (a) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock payable in shares of
its capital stock  (whether  payable in shares of its Common Stock or of capital
stock of any class),  (b)  subdivide  outstanding  shares of Common Stock into a
larger number of shares,  (c) combine  outstanding shares of Common Stock into a
smaller number of shares, or (d) issue by reclassification any shares of capital
stock of the Company,  the Fixed  Conversion Price as applied in Section 4(c)(i)
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock of the Company outstanding  immediately before such event
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  immediately  after giving effect to such event. Any adjustment made
pursuant to this Section 4(c)(ii) shall become effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective  date in the case of a subdivision,  combination or  reclassification,
provided that no adjustment  shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.

                        (iii) If, at any time  while any of the  Debentures  are
outstanding,  the Company  issues or sells shares of Common  Stock,  or options,
warrants or other  rights to  subscribe  for or purchase  shares of Common Stock
(excluding shares of Common Stock issuable upon the conversion of the Debentures
or upon the exercise of options,  warrants or conversion rights granted prior to
the date  hereof) and at a price per share less than the Per Share  Market Value
(as defined in the  Purchase  Agreement)  of the Common  Stock at the issue date
mentioned  below,  the Fixed Conversion Price shall be multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock  (excluding
treasury  shares,  if any)  outstanding  on the date of issuance of such shares,
options,  warrants  or rights  plus the  number of  shares  which the  aggregate
offering  price of the total number of shares so offered would  purchase at such
Per Share  Market  Value,  and the  denominator  of which shall be the number of
shares of Common Stock (excluding  treasury  shares,  if any) outstanding on the
date of  issuance  of such  options,  rights  or  warrants  plus the  number  of
additional  shares of Common Stock offered for  subscription  or purchase.  Such
adjustment  shall be made whenever  such options,  rights or warrants are issued
(and if such  adjustment is made, no further  adjustment  will be made when such
options,  rights  or  warrants  are  exercised),   and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such options, rights or warrants. However, upon the expiration of any
options,  right or warrant to  purchase  Common  Stock,  the  issuance  of which
resulted in an adjustment in the conversion  price designated in Section 4(c)(i)
hereof pursuant to this Section 4(c)(iii), if any such options, right or warrant
shall expire and shall not have been exercised, the Fixed Conversion Price shall
immediately  upon such expiration be recomputed and effective  immediately  upon
such  expiration  be  increased  to the  price  which it would  have  been  (but
reflecting any other  adjustments  in the conversion  price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the adjustment of the  conversion  price made upon the issuance of such options,
rights or  warrants  been  made on the basis of  offering  for  subscription  or
purchase only that number of shares of Common Stock actually  purchased upon the
exercise of such options,  rights or warrants actually exercised.  There will be
no adjustment under this Section  4(c)(iii) if Common Stock is issued due to the
exercise of (x) employee stock options that were issued to such employee, or (y)
other  options,  warrants or rights to subscribe  for or purchase  that,  in any
case, are issued at an exercise or subscription  price equal to Per Share Market
Value.



                                      A2-8
<PAGE>

                        (iv) If, at any time while  Debentures are  outstanding,
the Company  distributes  to all holders of Common  Stock (and not to holders of
Debentures)  evidences of Company  indebtedness or assets, or rights or warrants
to  subscribe  for or purchase  any  security  (excluding  those  referred to in
Section  4(c)(iii)  hereof),  then, in each such case, the  conversion  price at
which each Debenture then outstanding  shall thereafter be convertible  shall be
determined by multiplying (A) the Fixed Conversion  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution by a fraction, the numerator of which shall be the Per
Share  Market  Value  of the  Common  Stock  determined  as of the  record  date
mentioned  above  less the then fair  market  value at such  record  date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good faith and the  denominator  of which shall be the Per Share Market Value of
the Common Stock on such record date; provided,  however, that in the event of a
distribution  exceeding ten percent (10%) of the net assets of the Company, such
fair market  value  shall be  determined  by a  nationally  recognized  or major
regional  investment  banking  firm  or  firm of  independent  certified  public
accountants  of  nationally  recognized  standing  (which  may be the firm  that
regularly  examines the financial  statements  of the Company) (an  "Appraiser")
selected in good faith by the holders of a majority of the  principal  amount of
the Debentures then outstanding;  and provided, further, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an additional Appraiser,  in which case such fair market value shall be equal to
the average of the  determinations  by each such  Appraiser.  In either case the
adjustments  shall be  described  in a statement  provided to the Holder and all
other   holders  of  Debentures  of  the  portion  of  assets  or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.  The Company  shall pay all fees and expenses of any  Appraiser  selected
under this Section 4(c)(iv).

                         (v) All calculations under this Section 4 shall be made
to the nearest  1/1000th of a cent or the  nearest  1/1000th of a share,  as the
case may be.  Any  calculation  equal to or over .005 shall be rounded up to the
next cent or share and any  calculation  less than .005 shall be rounded down to
the previous cent or share.

                        (vi) In the event the  conversion  price is not adjusted
pursuant to Section  4(c)(ii) or (v), within two (2) Business Days following the
occurrence  of an event  described  therein and, in the case of Section  4c(iv),
within three (3) Business Days  following the  determination  of the fair market
value by the  Appraiser(s),  the  Holder  shall  have the right to  require  the
Company  to  redeem  the   Debentures   at  140%  of  the  Purchase   Price  and
simultaneously  pay such amount and all accrued  interest  and  dividends to the
Holder pursuant to the written instructions  provided by the Holder. The Company
will have two (2) Business Days to make the appropriate adjustment from the time
the  Company is  provided  with  written  notice from the Holder of a failure to
comply with this Section 4.



                                      A2-9
<PAGE>

                        (vii)  Whenever the Fixed  Conversion  Price is adjusted
pursuant to Section  4(c)(ii),(iii)  or (iv),  the Company  shall within two (2)
Business Days after the determination of the new Fixed Conversion Price mail and
fax (in the manner set forth in Section  4(j)  hereof) to the Holder and to each
other  holder of  Debentures,  a notice  ("Company  Notice of  Conversion  Price
Adjustment")  setting forth the Fixed Conversion Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment.

                        (viii)  In case of any  reclassification  of the  Common
Stock, any consolidation or merger of the Company with or into another
person,  the sale or transfer of all or  substantially  all of the assets of the
Company or any compulsory  share exchange  pursuant to which the Common Stock is
converted  into  other  securities,  cash  or  property,  then  each  holder  of
Debentures  then  outstanding  shall have the right  thereafter  to convert such
Debentures  only into the  shares of stock and  other  securities  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger,  sale,  transfer  or  share  exchange
(except in the event the property is cash,  then the Holder shall have the right
to  convert  the  Debentures  and  receive  cash in the  same  manner  as  other
stockholders),  and the Holder shall be entitled upon such event to receive such
amount of  securities  or property  as the holder of shares of the Common  Stock
into which such Debentures could have been converted  immediately  prior to such
reclassification,  consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation,  merger, sale, transfer
or share  exchange  shall  include  such terms so as to  continue to give to the
Holder the right to receive the securities or property set forth in this Section
4(c)(viii)  upon any conversion  following  such  consolidation,  merger,  sale,
transfer or share  exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;

                        (ix) If:

                                    (A)     the Company shall declare a dividend
                                            (or any other  distribution)  on its
                                            Common Stock; or

                                    (B)     the Company  shall declare a special
                                            non-recurring      cash     dividend
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            grant to all  holders  of the Common
                                            Stock    rights   or   warrants   to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the approval of any  stockholders of
                                            the  Company  shall be  required  in
                                            connection with any reclassification
                                            of the Common  Stock of the  Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is a  party,  any  sale  or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the Common Stock is  converted  into
                                            other securities,  cash or property;
                                            or



                                     A2-10
<PAGE>

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;


then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of the  Debentures  at their last  addresses
and facsimile  number set forth in the  Debenture  Register at least twenty (20)
calendar  days prior to the  applicable  record or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such dividend,  distribution,  redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distributions,  redemption, rights or
warrants are to be determined,  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up is expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale, transfer,  share exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

            (d) If at any time  conditions  shall  arise by  reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company,  is not  adequately  covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the Holder and all other  holders of Debentures  (different  or  distinguishable
from the effect  generally  on rights of  holders of any class of the  Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the effective date of such action,  mail and fax a written notice to each holder
of  Debentures  briefly  describing  the action  contemplated,  and an Appraiser
selected  by the  holders of majority  in  principal  amount of the  outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards  established  in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment as to the  securities  into which  Debentures  may thereafter be
convertible)  and any  distribution  which is or would be  required  to preserve
without  diluting the rights of the holders of  Debentures;  provided,  however,
that the Company,  after receipt of the  determination by such Appraiser,  shall
have the right to select an additional  Appraiser,  in which case the adjustment
shall  be equal to the  average  of the  adjustments  recommended  by each  such
Appraiser. The Company shall pay all fees and expenses of any Appraiser selected
under this Section  4(d).  The Board of Directors of the Company  shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the  taking  of any such  action  contemplated,  as the  case may be;  provided,
however, that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions,  would
result in an increase of the conversion price above the conversion price then in
effect.



                                     A2-11
<PAGE>

            (e) Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement,  including without limitation,  Sections 4.14, 4.28,
4.29 and 4.30 thereof,  the Company  covenants and agrees that it shall,  at all
times,  reserve and keep  available out of its  authorized  and unissued  Common
Stock solely for the purpose of issuance upon  conversion  of the  Debentures as
herein  provided,  free from  preemptive  rights or any other actual  contingent
purchase  rights of persons  other than the  Holder of the  Debentures,  two (2)
times such number of shares of Common  Stock as shall be issuable  (taking  into
account the  adjustments  and  restrictions  of Section  4(c) and  Section  4(d)
hereof) upon the conversion of the aggregate principal amount of the outstanding
Debentures.  The Company covenants that, subject to the limitations set forth in
this  Section  4(e),  all shares of Common  Stock that  shall be  issuable  upon
conversion  of  the  Debentures  shall,  upon  issuance,  be  duly  and  validly
authorized and issued and fully paid and non-assessable.

           (f) No  fractional  shares of Common  Stock shall be issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.

            (g) The  issuance of a  certificate  or  certificates  for shares of
Common Stock upon  conversion of the Debentures  shall be made without charge to
the Holder  for any  documentary  stamp or similar  taxes that may be payable in
respect of the  issuance  or  delivery of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the Holder and the Company shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

            (h) The  Debentures  converted  into Common  Stock shall be canceled
upon conversion.

            (i) On the Maturity Date, the  unconverted  principal  amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or, if payment in full is not  received  within two (2)  Business  Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the lesser of the Fixed  Conversion  Price and the Floating  Conversion Price as
set forth in Section 4(c)(i).

            (j) Each Notice of  Conversion  shall be given by  facsimile  to the
Escrow  Agent no later  than 4:00 pm New York  time on any  Business  Day.  Upon
receipt of such Notice of Conversion, the Escrow Agent shall forward such Notice
of  Conversion to the Company by facsimile by 6:00 p.m. New York time on the day
on which the Escrow Agent  receives the Notice of  Conversion,  at the facsimile
telephone  number and address of the principal place of business of the Company.
Any such notice shall be deemed given and  effective  upon the  transmission  of
such  facsimile  at the  facsimile  telephone  number  specified in the Purchase
Agreement  (with printed  confirmation of  transmission).  In the event that the
Escrow Agent receives the Notice of Conversion  after 4:00 p.m. New York time or
the Company  receives the Notice of Conversion  after 6:00 p.m. New York time on
such  day,  or the  Holder  receives  the  Company  Notice of  Conversion  Price
Adjustment  after 6:00 p.m.  New York time,  any such notice  shall be deemed to
have been given on the next Business Day.



                                     A2-12
<PAGE>

            Section  5.  Redemption  of  Debentures.  (a) At any time  after the
Execution  Date,  so long as no Event of Default  has  occurred  and,  if a cure
period is  provided,  has not been cured,  the Company  shall have the option to
redeem any unconverted  amount of the Debentures,  either in part or whole, upon
no less than thirty (30) days written  notice thereof given to the Holder with a
copy to the Escrow  Agent (the  "Redemption  Notice"),  at one  hundred  fifteen
percent (115%) of the unconverted amount of the Debentures plus accrued interest
thereon (the "Redemption Price").  Notwithstanding  anything contained herein to
the contrary,  if the Company decides to redeem the outstanding principal amount
of the  Debenture  under the  second  proviso in the first  sentence  of Section
4(c)(i) of this  Debenture,  the Company shall have three (3) Business Days from
their  decision to redeem the Debenture in order to effectuate the redemption of
such principal amount of the outstanding Debenture.

            (b)  Within  three (3)  Business  Days  prior to the date  fixed for
redemption in the  Redemption  Notice,  the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the Redemption  Price, on such  redemption  date, the Escrow Agent shall release
the Redemption Price to the Holder and return the remaining  Debentures,  Escrow
Shares and Underlying Shares to the Company.

            (c) In the event that the Company  fails to deposit  the  Redemption
Price in the Escrow  Agent's IOLA account  number  within the time  allocated in
Section 5(b) hereof, then the redemption shall be declared null and void.

            Section 6.  Intentionally Omitted.

            Section 7. Absolute  Payment  Obligation;  Limitation on Prepayment.
Except as expressly provided herein, in the Purchase  Agreement,  or in the Note
B, 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  is a direct  obligation  of the
Company.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter  issued under the terms set forth  herein.  The Company may not prepay
any portion of the  outstanding  principal  amount on the  Debentures  except in
accordance with the Purchase Agreement or Sections 4(c)(i) or 5 hereof.

            Section 8. No Rights of Stockholders.  Except as otherwise  provided
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to any  of the  rights  of a  stockholder  of  the  Company,  including  without
limitation,  the right to vote on or consent to any action, to receive dividends
and other distributions,  or to receive any notice of, or to attend, meetings of
stockholders or any other  proceedings of the Company,  unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.

            Section 9. Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated,  lost,  stolen or  destroyed,  the Company shall execute and
deliver,  in exchange and substitution for and upon  cancellation of a mutilated
Debenture,  or in lieu of or in  substitution  for a lost,  stolen or  destroyed
Debenture,  a new  Debenture  for the  principal  amount  of this  Debenture  so
mutilated,  lost,  stolen or destroyed  but only upon receipt of an affidavit of
such loss,  theft or  destruction  of such  Debenture,  and, if requested by the
Company, an agreement to indemnity the Company in form reasonably  acceptable to
the Company.



                                     A2-13
<PAGE>

            Section 10.  Governing Law. This Debenture  shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the  Company at its  address  set forth in the
Purchase Agreement.

            Section 11. Notices. Any notice,  request,  demand, waiver, consent,
approval or other  communication  which is required or  permitted to be given to
any party  hereunder  shall be in writing and shall be deemed duly given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or certified mail (return receipt  requested),  with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one day after being  mailed,  addressed to the party at its
address  as set forth in Section  7.3 of the  Purchase  Agreement  or such other
address as may be designated  hereafter by notice given pursuant to the terms of
this Section 11.

            Section  12.  Waiver.  Any waiver by the  Company or the Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture in any other occasion. Any waiver must be in writing.

            Section 13.  Invalidity.  If any provision of this Debenture is held
to be invalid,  illegal or  unenforceable,  the balance of this Debenture  shall
remain in effect,  and if any provision is held to be inapplicable to any person
or circumstance,  it shall  nevertheless  remain applicable to all other persons
and circumstances.

            Section 14. Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next following Business Day.

            Section  15.  Transfer;   Assignment.  This  Debenture  may  not  be
transferred or assigned,  in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities laws.



                                     A2-14
<PAGE>

            Section 16.  Future  Financing.  If, at any time this  Debenture  is
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and the Purchase  Agreement and this Debenture  shall be terminated.
This provision shall survive both Closing and Post-Closing.

            Section 17. Fees of  Enforcement.  In the event any Party  commences
legal  action to enforce its rights  under this  Debenture,  the  non-prevailing
party shall pay all reasonable costs and expenses  (including but not limited to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative fees) incurred in enforcing such rights.







                            [Signature Page Follows]

                                     A2-15
<PAGE>

            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed by an officer thereunto duly authorized as of the date first above
indicated.

                                    ORANGE SODA, INC.


Attest:                             By: /s/
                                       -----------------------------------------
                                    Name: Jehu Hand
                                    Title: President and Chief Executive Officer

                                     A2-16
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the  Debentures,  the  undersigned  hereby
irrevocably  elects to convert  the  attached  Debenture  into  shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of Orange Soda,  Inc.
(the  "Company"),  or, if a Merger (as defined in the  Debenture)  has occurred,
into shares of MP Common  Stock (as defined in the  Debenture)  according to the
provisions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  A fee of $400 will be charged by the Escrow  Agent to the Holder for
each  conversion.  No other  fees will be  charged  to the  Holder,  except  for
transfer taxes, if any.



Conversion calculations:

                                   -------------------------------------------
                                   Date to Effect Conversion

                                   -------------------------------------------
                                   Principal Amount of Debentures to be
                                   Converted


                                   Interest to be Converted or Paid

                                   -------------------------------------------
                                   Applicable Conversion Price (Pursuant to
                                   Section 4(c)(v))

                                   -------------------------------------------
                                   Number of Shares to be Issued Upon Conversion

                                   -------------------------------------------
                                   Signature

                                   -------------------------------------------
                                   Name

                                   -------------------------------------------
                                   Address


                                     A2-17
<PAGE>


                                  EXHIBIT A-3

                               FIRST DEBENTURE C

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.

US $300,000                                                   October [  ], 2003

                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 27, 2008

            THIS  DEBENTURE of Orange Soda,  Inc., a Delaware  corporation  (the
"Company") in the aggregate  principal  amount of Three Hundred Thousand Dollars
(US  $300,000),  is  designated as its $300,000,  1%  Convertible  Debenture due
October 27, 2008 (the "Debentures").

            FOR VALUE RECEIVED, except as otherwise provided herein, the Company
promises  to pay to HEM Mutual  Assurance  LLC or its  registered  assigns  (the
"Holder"), the principal sum of Three Hundred Thousand Dollars (US $300,000), on
or prior to October 27, 2008 (the  "Maturity  Date") and to pay  interest to the
Holder on the principal sum at the rate of one percent (1%) per annum. Except as
otherwise  provided  herein,  interest  shall  accrue  daily  commencing  on the
Original  Issuance  Date (as  defined in Section 1 below) in the form of cash or
common stock of the Company  selected by the Holder subject to the provisions of
Section 2(b) hereof,  until payment in full of the principal sum,  together with
all accrued and unpaid  interest,  has been made or duly provided for. If at any
time after the  Original  Issuance  Date an Event of Default has occurred and is
continuing, interest shall accrue at the rate of fifteen percent (15%) per annum
from the date of the Event of Default and the applicable cure period through and
including the date of payment.  Interest due and payable hereunder shall be paid
to the person in whose name this Debenture (or one or more successor Debentures)
is registered on the records of the Company regarding registration and transfers
of the  Debentures  (the  "Debenture  Register");  provided,  however,  that the
Company's  obligation to a transferee of this Debenture shall arise only if such
transfer,  sale or other  disposition  is made in accordance  with the terms and
conditions  hereof and of the  Convertible  Debenture  Purchase  Agreement  (the
"Purchase Agreement") by and between the Company and the Purchaser (as such term
is defined in the Purchase Agreement),  dated as of October [ ], 2003, as may be
amended  from time to time.  A transfer  of the right to receive  principal  and
interest under this Debenture shall be transferable  only through an appropriate
entry in the Debenture Register as provided herein.



                                      A3-1
<PAGE>

            If the Company in order to consummate a merger (the "Merger") enters
into a merger  agreement or similar  agreement  with other  parties (the "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger assume all of the obligations,  jointly and severally,  with the Company,
under this Debenture and substitute the Company's Common Stock,  into which this
Debenture is  convertible,  for common stock of such Merger  Partner ("MP Common
Stock")  including  depositing  41,000,000  shares of MP Common  Stock  with the
Escrow  Agent (as  defined in the  Purchase  Agreement).  If and when the Merger
occurs, at the time such Merger is effective,  the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase  Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to Company  Common  Stock shall be  references  to MP Common  Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common Stock as if this  Debenture were issued on the date hereof by the MP that
issued the MP Common Stock and the Company shall have no further  obligations to
issue  shares of Common  Stock  hereunder.  For the benefit of the  Holder,  the
Company  shall  use its  best  efforts  to  effectuate  the  intentions  of this
paragraph.

            If  there  is a  Merger  all of the  provisions  of  this  Debenture
(specifically  including  Section  4) shall be read and  interpreted  as if this
Debenture  was issued by the Merger  Partner  issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common Stock.

            Notwithstanding   anything   contained   herein,   in  the  Purchase
Agreement,  or in the Note C to the contrary,  this First  Debenture C shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note C shall not be due and  payable  and  shall  not be deemed  part of the
"Purchase Price" for purposes of Section 4.25 of the Purchase Agreement,  unless
and until:

                        (ii)        the Holder elects that Note C shall  become
                                    due and payable; and

                        (ii)        the   number  of  Escrow   Shares   for  the
                                    aggregate principal amount of the Debentures
                                    then  outstanding and this First Debenture C
                                    is at least  200% of the number of shares of
                                    common stock of the Company or RWNT,  as the
                                    case may be, that would be needed to satisfy
                                    full  conversion  of  all  such  unconverted
                                    Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not, the Company or the Merger Partner, as the case may be, shall increase in
accordance  with and subject to the  provisions  of Section 4.14 of the Purchase
Agreement,  the number of Escrow Shares to cover 200% of the number of shares of
common  stock of the  Company or the Merger  Partner,  as the case may be,  that
would be needed to satisfy full conversion of all of such Debenture  pursuant to
the  procedures set forth in Section 4.14 of the Purchase  Agreement;  provided,
further, that,  notwithstanding the foregoing,  this First Debenture C shall not
accrue interest,  shall not be convertible and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note C shall not be deemed  part of the  "Purchase  Price" for  purposes  of
Section 4.25 of the Purchase  Agreement,  unless and until the Note C is paid in
full by the Holder or its successors and assigns.



                                      A3-2
<PAGE>

            If the Note C has not been paid in full by the Holder to the Company
(whether  or not it is  otherwise  then due or  payable by its  terms),  (i) any
payments  from the Company to the Holder  pursuant to Sections  4.19 and 4.33 of
the Purchase  Agreement will be offset by the principal amount of the Note C and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First  Debenture  C, First  Debenture D and the Second  Debenture in Sections
4.19 and 4.33 in Purchase Agreement.

            This Debenture is subject to the following additional provisions:

            Section 1.  Definitions.  Capitalized  terms used and not  otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Adjusted Conversion Price" means the lesser of the Fixed Conversion
Price or the Floating  Conversion Price one day prior to the record date set for
the determination of stockholders entitled to receive dividends,  distributions,
rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

            "Company"  shall  mean  the  Company  (as  defined  in the  Purchase
Agreement)  or in the event there is a Merger,  shall mean such  Merger  Partner
that issues the MP Common Stock.

            "Common  Stock"  shall  mean the  Common  Stock (as  defined  in the
Purchase Agreement) and in the event there is a Merger, shall mean the MP Common
Stock  (as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or stock  dividend  from the date the  Purchase  Agreement  is
signed).

            "Conversion  Date" shall have the meaning set forth in Section  4(a)
hereof.

            "Conversion Ratio" means, at any time, a fraction,  the numerator of
which is the then  outstanding  principal  amount  represented by the Debentures
plus accrued but unpaid  interest  thereon,  and the denominator of which is the
conversion price at such time.

            "Fixed Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

            "Floating  Conversion  Price"  shall have the  meaning  set forth in
Section 4(c)i hereof.

            "Notice of  Conversion"  shall have the meaning set forth in Section
4(a) hereof.

            "Original  Issuance  Date" shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof.



                                      A3-3
<PAGE>

            Section 2. Denominations of Debentures;  Interest on Debentures. The
Debentures  are  exchangeable  for  an  equal  aggregate   principal  amount  of
Debentures  of different  authorized  denominations,  as requested by the Holder
surrendering  the same, but shall not be issuable in  denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the Holder will be made for such registration of transfer or exchange.

            Section 3.  Events of Default and Remedies.

            I.  "Event  of  Default,"  when  used  herein,  means any one of the
following  events  (whatever  the reason  and  whether  any such event  shall be
voluntary  or  involuntary  or effected by  operation  of law or pursuant to any
judgment,  decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

            (a) any  default in the payment of the  principal  of or interest on
this  Debenture as and when the same shall become due and payable  either at the
Maturity Date, by acceleration, conversion, or otherwise;

              (b) the  Company  shall  fail to  observe  or  perform  any  other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
five (5) Business Days of its receipt of notice of such failure or breach;

            (c) the  occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a cure period,  such failure or breach shall not have been  remedied  within the
cure period provided for therein;

            (d)  the  Company  or any  of  its  Subsidiaries  shall  commence  a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a general assignment for the benefit of creditors;  or the Company shall fail to
pay, or shall state in writing  that it is unable to pay its debts  generally as
they become due; or the  Company  shall call a meeting of its  creditors  with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing;  or any corporate or other action is taken
by the Company for the purpose of effecting any of the foregoing;



                                      A3-4
<PAGE>

            (e) the Company  shall default in any of its  obligations  under any
mortgage,  indenture or instrument under which there may be issued,  or by which
there may be secured or evidenced,  any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00),  whether such indebtedness
now exists or shall  hereafter be created and such default  shall result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

            (f) the Company shall have its Common Stock deleted or delisted,  as
the case may be,  from the  American  Stock  Exchange,  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;

            (g) notwithstanding  anything herein to the contrary, but subject to
the limitations  set forth in the Debentures,  the Company shall fail to deliver
to the Escrow Agent share  certificates  representing the shares of Common Stock
to be issued upon  conversion of the  Debentures  within three (3) Business Days
after to the  Company's  receipt of notice from the Escrow  Agent to the Company
that  additional  shares of Common  Stock  are  required  to be placed in escrow
pursuant  to Section  4.14 of the  Purchase  Agreement,  Article 2 of the Escrow
Agreement, and/or Section 4(b) of this Debenture;

            (h) the  Company  shall issue a press  release,  or  otherwise  make
publicly known,  that it is not honoring a properly  executed and duly delivered
Notice of Conversion  complying with the terms of this  Debenture,  the Purchase
Agreement and the Escrow Agreement, for any reason whatsoever; and

            (i) the  Company  issues or enters  into an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated  under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns,  during the period commencing
on the date hereof and ending on the four month  anniversary of the Post-Closing
Date.

            II. (a) If any Event of Default occurs,  and continues beyond a cure
period,  if any,  then  the  Holder  may,  by  written  notice  to the  Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company,  notwithstanding  anything  contained herein to
the  contrary,  and the Holder may  immediately  and without  expiration  of any
additional grace period enforce any and all of its rights and remedies hereunder
and all other remedies  available to it under  applicable law. Such  declaration
may be  rescinded  and  annulled  by the  Holder  at any time  prior to  payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  This shall include,  but not be
limited to the right to temporary,  preliminary and permanent  injunctive relief
without the requirement of posting any bond or undertaking.



                                      A3-5
<PAGE>
            (b) The Holder may  thereupon  proceed to protect  and  enforce  its
rights either by suit in equity and/or by action at law or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such Holder.

            (c)  Except  as   expressly   provided   for  herein,   the  Company
specifically  (i)  waives  all  rights it may have (A) to notice of  nonpayment,
notice of  default,  demand,  presentment,  protest  and notice of protest  with
respect to any of the  obligations  hereunder  or the shares of Common Stock and
(B) notice of acceptance hereof or of any other action taken in reliance hereon,
notice and  opportunity  to be heard  before the  exercise  by the Holder of the
remedies  of  self-help,  set-off,  or other  summary  procedures  and all other
demands and notices of any type or description except for cure periods,  if any;
and (ii) releases the Holder,  its officers,  directors,  agents,  employees and
attorneys from all claims for loss or damage caused by any act or failure to act
on the part of the  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.

            (d) As a  non-exclusive  remedy,  upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued  interest thereon at the lesser of the Fixed Conversion Price or the
Floating  Conversion  Price upon giving a Notice of  Conversion  to the Company.
Except as otherwise  provided  herein,  the Company  shall not have the right to
object to the conversion or the calculation of the applicable  conversion price,
absent  manifest  error and the Escrow Agent shall  release the shares of Common
Stock from escrow two (2) Business Days after upon  notifying the Company of the
conversion.

            III. To effectuate  the terms and provision of this  Debenture,  the
Holder  may give  notice of any  default  to the  Attorney-in-Fact  as set forth
herein  and  give a  copy  of  such  notice  to the  Company  and  its  counsel,
simultaneously,  and  request the  Attorney-in-Fact  to comply with the terms of
this  Debenture  and the  Purchase  Agreement  and all  agreements  entered into
pursuant to the Purchase Agreement on behalf of the Company.

            Section 4.  Conversion.

            (a)  Except  as  otherwise  set  forth  herein  or in  the  Purchase
Agreement,  the unpaid  principal  amount of this Debenture shall be convertible
into  shares of Common  Stock at the  Conversion  Ratio as  defined  above,  and
subject  to the  Limitation  on  Conversion  described  in  Section  4.18 of the
Purchase  Agreement and subject to the  limitation  set forth in Section 4.29 of
the Purchase  Agreement and in the  paragraphs  three through five of this First
Debenture C following  the  paragraph  that begin "For Value  Received",  at the
option  of the  Holder,  in whole or in part,  at any  time,  commencing  on the
Original  Issuance  Date.  Such  shares of Common  Stock  shall be  without  any
restriction  and freely  tradable  pursuant to Rule 504 of  Regulation  D of the
Securities  Act. Any  conversion  under this Section 4(a) shall be for a minimum
principal  amount of $1,000.00 of the Debentures  plus the interest  accrued and
due thereon.  The Holder shall effect  conversions by surrendering the Debenture
to be converted to the Escrow Agent,  together with the form of notice  attached
hereto as Appendix I ("Notice of Conversion") in the manner set forth in Section
4(j) hereof.  Each Notice of Conversion  shall  specify the principal  amount of
Debentures  to be  converted  and the date on  which  such  conversion  is to be
effected  (the  "Conversion  Date")  which  date  shall not be less than two (2)
Business  Days after the date on which the Notice of  Conversion is delivered to
the Escrow  Agent.  Subject to the last  paragraph of Section 4(b) hereof,  each
Notice  of  Conversion,  once  given,  shall be  irrevocable.  If the  Holder is
converting less than all of the principal  amount  represented by the Debentures
tendered by the Holder in the Notice of Conversion, the Company shall deliver to
the Holder a new Debenture for such  principal  amount as has not been converted
within  two (2)  Business  Days of the  Conversion  Date.  In the event that the
Escrow Agent holds the  Debentures on behalf of the Holder,  the Company  agrees
that in lieu of surrendering the Debentures upon every partial  conversion,  the
Escrow Agent shall give the Company and the Holder  written notice of the amount
of the Debentures left unconverted. Upon conversion in full of the Debentures or
upon the Maturity  Date,  the Escrow Agent shall return the  Debentures  and the
Escrow Shares, if any, to the Company for cancellation.

            (b) Not later than two (2) Business Days after the Conversion  Date,
the Escrow Agent shall deliver to the Holder (i) a certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been  surrendered  to the Company,  the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of the  Debentures  not  yet  converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon   conversion  of  the
Debentures,  until the  Debentures  are either  delivered for  conversion to the
Escrow Agent or the Company or any transfer  agent for the  Debentures or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and an  agreement
reasonably  acceptable  to the Company  indemnifying  the Company  from any loss
incurred by it in connection with such loss,  theft or destruction.  In the case
of a  conversion  pursuant to a Notice of  Conversion,  if such  certificate  or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled,  upon  providing  written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion,  in which event, the Company shall  immediately  return
the Debentures tendered for conversion.

            Subject to any limitations set forth in the Purchase Agreement,  the
Company agrees that at any time the conversion  price of the Debentures are such
that the  number  of Escrow  Shares  is less  than  200% of the Full  Conversion
Shares,  upon five (5) Business Days of the Company's  receipt of notice of such
circumstance from the Purchaser and/or the Escrow Agent, the Company shall issue
share  certificates  in the name of the  Purchaser  and  deliver the same to the
Escrow  Agent,  in such number that the new number of Escrow  Shares is equal to
200% of the Full Conversion Shares.

            (c) (i) The  conversion  price for the  Debentures  in effect on any
Conversion  Date shall be the lesser of (a) one hundred fifty percent  (150%) of
the Fixed  Conversion  Price (as defined and computed in the First  Debenture A)
(the "Fixed Conversion  Price") or (b) one hundred percent (100%) of the average
of the three (3) lowest  closing bid prices per share of the Common Stock during
the forty (40) Trading  Days  immediately  preceding  the  Conversion  Date (the
"Floating  Conversion Price"). For purposes of determining the closing bid price
on any day,  reference  shall be to the  closing bid price for a share of Common
Stock on such date on the OTCBB (or such other exchange, market, or other system
that the Common  Stock is then traded on), as reported on  Bloomberg,  L.P.  (or
similar organization or agency succeeding to its functions of reporting prices).



                                      A3-6
<PAGE>

                        (ii)  If the  Company,  at  any  time  while  any of the
Debentures are  outstanding,  (a) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its Common Stock payable in shares of
its capital stock  (whether  payable in shares of its Common Stock or of capital
stock of any class),  (b)  subdivide  outstanding  shares of Common Stock into a
larger number of shares,  (c) combine  outstanding shares of Common Stock into a
smaller number of shares, or (d) issue by reclassification any shares of capital
stock of the Company,  the Fixed  Conversion Price as applied in Section 4(c)(i)
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock of the Company outstanding  immediately before such event
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  immediately  after giving effect to such event. Any adjustment made
pursuant to this Section 4(c)(ii) shall become effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective  date in the case of a subdivision,  combination or  reclassification,
provided that no adjustment  shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.

                        (iii) If, at any time  while any of the  Debentures  are
outstanding, the Company issues or sells shares of Common Stock, or
options,  warrants or other rights to subscribe for or purchase shares of Common
Stock  (excluding  shares of Common Stock  issuable  upon the  conversion of the
Debentures  or upon the  exercise of  options,  warrants  or  conversion  rights
granted  prior to the date  hereof)  and at a price per share  less than the Per
Share Market Value (as defined in the Purchase Agreement) of the Common Stock at
the issue date mentioned  below,  the Fixed Conversion Price shall be multiplied
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such  shares,  options,  warrants or rights plus the number of shares  which the
aggregate offering price of the total number of shares so offered would purchase
at such Per Share Market Value, and the denominator of which shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding on the
date of  issuance  of such  options,  rights  or  warrants  plus the  number  of
additional  shares of Common Stock offered for  subscription  or purchase.  Such
adjustment  shall be made whenever  such options,  rights or warrants are issued
(and if such  adjustment is made, no further  adjustment  will be made when such
options,  rights  or  warrants  are  exercised),   and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such options, rights or warrants. However, upon the expiration of any
options,  right or warrant to  purchase  Common  Stock,  the  issuance  of which
resulted in an adjustment in the conversion  price designated in Section 4(c)(i)
hereof pursuant to this Section 4(c)(iii), if any such options, right or warrant
shall expire and shall not have been exercised, the Fixed Conversion Price shall
immediately  upon such expiration be recomputed and effective  immediately  upon
such  expiration  be  increased  to the  price  which it would  have  been  (but
reflecting any other  adjustments  in the conversion  price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the adjustment of the  conversion  price made upon the issuance of such options,
rights or  warrants  been  made on the basis of  offering  for  subscription  or
purchase only that number of shares of Common Stock actually  purchased upon the
exercise of such options,  rights or warrants actually exercised.  There will be
no adjustment under this Section  4(c)(iii) if Common Stock is issued due to the
exercise of (x) employee stock options that were issued to such employee, or (y)
other  options,  warrants or rights to subscribe  for or purchase  that,  in any
case, are issued at an exercise or subscription  price equal to Per Share Market
Value.



                                      A3-7
<PAGE>

                        (iv) If, at any time while  Debentures are  outstanding,
the Company distributes to all holders of Common Stock (and not to
holders of Debentures) evidences of Company indebtedness or assets, or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 4(c)(iii)  hereof),  then, in each such case, the conversion price at
which each Debenture then outstanding  shall thereafter be convertible  shall be
determined by multiplying (A) the Fixed Conversion  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution by a fraction, the numerator of which shall be the Per
Share  Market  Value  of the  Common  Stock  determined  as of the  record  date
mentioned  above  less the then fair  market  value at such  record  date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good faith and the  denominator  of which shall be the Per Share Market Value of
the Common Stock on such record date; provided,  however, that in the event of a
distribution  exceeding ten percent (10%) of the net assets of the Company, such
fair market  value  shall be  determined  by a  nationally  recognized  or major
regional  investment  banking  firm  or  firm of  independent  certified  public
accountants  of  nationally  recognized  standing  (which  may be the firm  that
regularly  examines the financial  statements  of the Company) (an  "Appraiser")
selected in good faith by the holders of a majority of the  principal  amount of
the Debentures then outstanding;  and provided, further, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an additional Appraiser,  in which case such fair market value shall be equal to
the average of the  determinations  by each such  Appraiser.  In either case the
adjustments  shall be  described  in a statement  provided to the Holder and all
other   holders  of  Debentures  of  the  portion  of  assets  or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.  The Company  shall pay all fees and expenses of any  Appraiser  selected
under this Section 4(c)(iv).

                        (v) All calculations  under this Section 4 shall be made
to the nearest  1/1000th of a cent or the  nearest  1/1000th of a share,  as the
case may be.  Any  calculation  equal to or over .005 shall be rounded up to the
next cent or share and any  calculation  less than .005 shall be rounded down to
the previous cent or share.

                        (vi) In the event the  conversion  price is not adjusted
pursuant to Section  4(c)(ii) or (v), within two (2) Business Days following the
occurrence  of an event  described  therein and, in the case of Section  4c(iv),
within three (3) Business Days  following the  determination  of the fair market
value by the  Appraiser(s),  the  Holder  shall  have the right to  require  the
Company  to  redeem  the   Debentures   at  140%  of  the  Purchase   Price  and
simultaneously  pay such amount and all accrued  interest  and  dividends to the
Holder pursuant to the written instructions  provided by the Holder. The Company
will have two (2) Business Days to make the appropriate adjustment from the time
the  Company is  provided  with  written  notice from the Holder of a failure to
comply with this Section 4.

                                      A3-9
<PAGE>

                        (vii)  Whenever the Fixed  Conversion  Price is adjusted
pursuant to Section 4(c)(ii),(iii) or (iv), the Company shall within
two (2) Business Days after the  determination of the new Fixed Conversion Price
mail and fax (in the manner set forth in Section  4(j) hereof) to the Holder and
to each other holder of  Debentures,  a notice  ("Company  Notice of  Conversion
Price  Adjustment")   setting  forth  the  Fixed  Conversion  Price  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.

                        (viii)  In case of any  reclassification  of the  Common
Stock, any consolidation or merger of the Company with or into another
person,  the sale or transfer of all or  substantially  all of the assets of the
Company or any compulsory  share exchange  pursuant to which the Common Stock is
converted  into  other  securities,  cash  or  property,  then  each  holder  of
Debentures  then  outstanding  shall have the right  thereafter  to convert such
Debentures  only into the  shares of stock and  other  securities  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger,  sale,  transfer  or  share  exchange
(except in the event the property is cash,  then the Holder shall have the right
to  convert  the  Debentures  and  receive  cash in the  same  manner  as  other
stockholders),  and the Holder shall be entitled upon such event to receive such
amount of  securities  or property  as the holder of shares of the Common  Stock
into which such Debentures could have been converted  immediately  prior to such
reclassification,  consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation,  merger, sale, transfer
or share  exchange  shall  include  such terms so as to  continue to give to the
Holder the right to receive the securities or property set forth in this Section
4(c)(viii)  upon any conversion  following  such  consolidation,  merger,  sale,
transfer or share  exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;

                        (ix) If:

                                    (A)     the Company shall declare a dividend
                                            (or  any other distribution)  on its
                                             Common Stock; or

                                    (B)     the Company  shall declare a special
                                            non-recurring      cash     dividend
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            grant to all  holders  of the Common
                                            Stock    rights   or   warrants   to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the approval of any  stockholders of
                                            the  Company  shall be  required  in
                                            connection with any reclassification
                                            of the Common  Stock of the  Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is a  party,  any  sale  or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the Common Stock is  converted  into
                                            other securities,  cash or property;
                                            or


                                     A3-10
<PAGE>

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;


then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of the  Debentures  at their last  addresses
and facsimile  number set forth in the  Debenture  Register at least twenty (20)
calendar  days prior to the  applicable  record or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such dividend,  distribution,  redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distributions,  redemption, rights or
warrants are to be determined,  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up is expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale, transfer,  share exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

            (d) If at any time  conditions  shall  arise by  reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company,  is not  adequately  covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the Holder and all other  holders of Debentures  (different  or  distinguishable
from the effect  generally  on rights of  holders of any class of the  Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the effective date of such action,  mail and fax a written notice to each holder
of  Debentures  briefly  describing  the action  contemplated,  and an Appraiser
selected  by the  holders of majority  in  principal  amount of the  outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards  established  in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment as to the  securities  into which  Debentures  may thereafter be
convertible)  and any  distribution  which is or would be  required  to preserve
without  diluting the rights of the holders of  Debentures;  provided,  however,
that the Company,  after receipt of the  determination by such Appraiser,  shall
have the right to select an additional  Appraiser,  in which case the adjustment
shall  be equal to the  average  of the  adjustments  recommended  by each  such
Appraiser. The Company shall pay all fees and expenses of any Appraiser selected
under this Section  4(d).  The Board of Directors of the Company  shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the  taking  of any such  action  contemplated,  as the  case may be;  provided,
however, that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions,  would
result in an increase of the conversion price above the conversion price then in
effect.



                                     A3-11
<PAGE>

            (e) Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement,  including without limitation,  Sections 4.14, 4.28,
4.29 and 4.30 thereof,  the Company  covenants and agrees that it shall,  at all
times,  reserve and keep  available out of its  authorized  and unissued  Common
Stock solely for the purpose of issuance upon  conversion  of the  Debentures as
herein  provided,  free from  preemptive  rights or any other actual  contingent
purchase  rights of persons  other than the  Holder of the  Debentures,  two (2)
times such number of shares of Common  Stock as shall be issuable  (taking  into
account the  adjustments  and  restrictions  of Section  4(c) and  Section  4(d)
hereof) upon the conversion of the aggregate principal amount of the outstanding
Debentures.  The Company covenants that, subject to the limitations set forth in
this  Section  4(e),  all shares of Common  Stock that  shall be  issuable  upon
conversion  of  the  Debentures  shall,  upon  issuance,  be  duly  and  validly
authorized and issued and fully paid and non-assessable.

           (f) No  fractional  shares of Common  Stock shall be issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.

            (g) The  issuance of a  certificate  or  certificates  for shares of
Common Stock upon  conversion of the Debentures  shall be made without charge to
the Holder  for any  documentary  stamp or similar  taxes that may be payable in
respect of the  issuance  or  delivery of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the Holder and the Company shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

            (h) The  Debentures  converted  into Common  Stock shall be canceled
upon conversion.

            (i) On the Maturity Date, the  unconverted  principal  amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or, if payment in full is not  received  within two (2)  Business  Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the lesser of the Fixed  Conversion  Price and the Floating  Conversion Price as
set forth in Section 4(c)(i).

            (j) Each Notice of  Conversion  shall be given by  facsimile  to the
Escrow  Agent no later  than 4:00 pm New York  time on any  Business  Day.  Upon
receipt of such Notice of Conversion, the Escrow Agent shall forward such Notice
of  Conversion to the Company by facsimile by 6:00 p.m. New York time on the day
on which the Escrow Agent  receives the Notice of  Conversion,  at the facsimile
telephone  number and address of the principal place of business of the Company.
Any such notice shall be deemed given and  effective  upon the  transmission  of
such  facsimile  at the  facsimile  telephone  number  specified in the Purchase
Agreement  (with printed  confirmation of  transmission).  In the event that the
Escrow Agent receives the Notice of Conversion  after 4:00 p.m. New York time or
the Company  receives the Notice of Conversion  after 6:00 p.m. New York time on
such  day,  or the  Holder  receives  the  Company  Notice of  Conversion  Price
Adjustment  after 6:00 p.m.  New York time,  any such notice  shall be deemed to
have been given on the next Business Day.



                                     A3-12
<PAGE>

            Section  5.  Redemption  of  Debentures.  (a) At any time  after the
Execution  Date,  so long as no Event of Default  has  occurred  and,  if a cure
period is  provided,  has not been cured,  the Company  shall have the option to
redeem any unconverted  amount of the Debentures,  either in part or whole, upon
no less than thirty (30) days written  notice thereof given to the Holder with a
copy to the Escrow  Agent (the  "Redemption  Notice"),  at one  hundred  fifteen
percent (115%) of the unconverted amount of the Debentures plus accrued interest
thereon (the "Redemption Price").  Notwithstanding  anything contained herein to
the contrary,  if the Company decides to redeem the outstanding principal amount
of the  Debenture  under the  second  proviso in the first  sentence  of Section
4(c)(i) of this  Debenture,  the Company shall have three (3) Business Days from
their  decision to redeem the Debenture in order to effectuate the redemption of
such principal amount of the outstanding Debenture.

            (b)  Within  three (3)  Business  Days  prior to the date  fixed for
redemption in the  Redemption  Notice,  the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the Redemption  Price, on such  redemption  date, the Escrow Agent shall release
the Redemption Price to the Holder and return the remaining  Debentures,  Escrow
Shares and Underlying Shares to the Company.

            (c) In the event that the Company  fails to deposit  the  Redemption
Price in the Escrow  Agent's IOLA account  number  within the time  allocated in
Section 5(b) hereof, then the redemption shall be declared null and void.

            Section 6.  Intentionally Omitted.

            Section 7. Absolute  Payment  Obligation;  Limitation on Prepayment.
Except as expressly provided herein, in the Purchase  Agreement,  or in the Note
C, 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  is a direct  obligation  of the
Company.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter  issued under the terms set forth  herein.  The Company may not prepay
any portion of the  outstanding  principal  amount on the  Debentures  except in
accordance with the Purchase Agreement or Sections 4(c)(i) or 5 hereof.

            Section 8. No Rights of Stockholders.  Except as otherwise  provided
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to any  of the  rights  of a  stockholder  of  the  Company,  including  without
limitation,  the right to vote on or consent to any action, to receive dividends
and other distributions,  or to receive any notice of, or to attend, meetings of
stockholders or any other  proceedings of the Company,  unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.

            Section 9. Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated,  lost,  stolen or  destroyed,  the Company shall execute and
deliver,  in exchange and substitution for and upon  cancellation of a mutilated
Debenture,  or in lieu of or in  substitution  for a lost,  stolen or  destroyed
Debenture,  a new  Debenture  for the  principal  amount  of this  Debenture  so
mutilated,  lost,  stolen or destroyed  but only upon receipt of an affidavit of
such loss,  theft or  destruction  of such  Debenture,  and, if requested by the
Company, an agreement to indemnity the Company in form reasonably  acceptable to
the Company.



                                     A3-13
<PAGE>

            Section 10.  Governing Law. This Debenture  shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the  Company at its  address  set forth in the
Purchase Agreement.

            Section 11. Notices. Any notice,  request,  demand, waiver, consent,
approval or other  communication  which is required or  permitted to be given to
any party  hereunder  shall be in writing and shall be deemed duly given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or certified mail (return receipt  requested),  with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one day after being  mailed,  addressed to the party at its
address  as set forth in Section  7.3 of the  Purchase  Agreement  or such other
address as may be designated  hereafter by notice given pursuant to the terms of
this Section 11.

            Section  12.  Waiver.  Any waiver by the  Company or the Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture in any other occasion. Any waiver must be in writing.

            Section 13.  Invalidity.  If any provision of this Debenture is held
to be invalid,  illegal or  unenforceable,  the balance of this Debenture  shall
remain in effect,  and if any provision is held to be inapplicable to any person
or circumstance,  it shall  nevertheless  remain applicable to all other persons
and circumstances.

            Section 14. Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next following Business Day.

            Section  15.  Transfer;   Assignment.  This  Debenture  may  not  be
transferred or assigned,  in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities laws.





                                     A3-14
<PAGE>

            Section 16.  Future  Financing.  If, at any time this  Debenture  is
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and the Purchase  Agreement and this Debenture  shall be terminated.
This provision shall survive both Closing and Post-Closing.


            Section 17. Fees of  Enforcement.  In the event any Party  commences
legal  action to enforce its rights  under this  Debenture,  the  non-prevailing
party shall pay all reasonable costs and expenses  (including but not limited to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative fees) incurred in enforcing such rights.







                            [Signature Page Follows]



                                     A3-15
<PAGE>

            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed by an officer thereunto duly authorized as of the date first above
indicated.

                                    ORANGE SODA, INC.


Attest:                             By: /s/
                                       -----------------------------------------
                                    Name: Jehu Hand
                                    Title: President and Chief Executive Officer


                                     A3-16
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the  Debentures,  the  undersigned  hereby
irrevocably  elects to convert  the  attached  Debenture  into  shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of Orange Soda,  Inc.
(the  "Company"),  or, if a Merger (as defined in the  Debenture)  has occurred,
into shares of MP Common  Stock (as defined in the  Debenture)  according to the
provisions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  A fee of $400 will be charged by the Escrow  Agent to the Holder for
each  conversion.  No other  fees will be  charged  to the  Holder,  except  for
transfer taxes, if any.



Conversion calculations:

                                   -------------------------------------------
                                   Date to Effect Conversion

                                   -------------------------------------------
                                   Principal Amount of Debentures to be
                                   Converted


                                   Interest to be Converted or Paid

                                   -------------------------------------------
                                   Applicable Conversion Price (Pursuant to
                                   Section 4(c)(v))

                                   -------------------------------------------
                                   Number of Shares to be Issued Upon Conversion

                                   -------------------------------------------
                                   Signature

                                   -------------------------------------------
                                   Name

                                   -------------------------------------------
                                   Address


                                     A3-17
<PAGE>
                                   EXHIBIT A-4

                                FIRST DEBENTURE D

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.

US $350,000                                                   October [  ], 2003



                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 27, 2008

            THIS  DEBENTURE of Orange Soda,  Inc., a Delaware  corporation  (the
"Company") in the  aggregate  principal  amount of Three Hundred Fifty  Thousand
Dollars (US $350,000),  is designated as its $350,000,  1% Convertible Debenture
due October 27, 2008 (the "Debentures").

            FOR VALUE RECEIVED, except as otherwise provided herein, the Company
promises  to pay to HEM Mutual  Assurance  LLC or its  registered  assigns  (the
"Holder"),  the  principal  sum of Three  Hundred  Fifty  Thousand  Dollars  (US
$350,000),  on or prior to October  27,  2008 (the  "Maturity  Date") and to pay
interest to the Holder on the  principal sum at the rate of one percent (1%) per
annum.  Except  as  otherwise  provided  herein,  interest  shall  accrue  daily
commencing on the Original  Issuance Date (as defined in Section 1 below) in the
form of cash or common  stock of the Company  selected by the Holder  subject to
the  provisions  of Section 2(b) hereof,  until payment in full of the principal
sum,  together  with all  accrued  and  unpaid  interest,  has been made or duly
provided  for.  If at any time  after  the  Original  Issuance  Date an Event of
Default has occurred  and is  continuing,  interest  shall accrue at the rate of
fifteen  percent  (15%) per annum from the date of the Event of Default  and the
applicable  cure period through and including the date of payment.  Interest due
and payable  hereunder  shall be paid to the person in whose name this Debenture
(or one or more  successor  Debentures)  is  registered  on the  records  of the
Company  regarding  registration and transfers of the Debentures (the "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
this Debenture shall arise only if such transfer,  sale or other  disposition is
made in accordance  with the terms and conditions  hereof and of the Convertible
Debenture  Purchase  Agreement  (the  "Purchase  Agreement")  by and between the
Company and the Purchaser  (as such term is defined in the Purchase  Agreement),
dated as of October [ ], 2003,  as may be amended  from time to time. A transfer
of the right to receive  principal and interest  under this  Debenture  shall be
transferable  only through an  appropriate  entry in the  Debenture  Register as
provided herein.



                                      A4-1
<PAGE>

            If the Company in order to consummate a merger (the "Merger") enters
into a merger  agreement or similar  agreement  with other  parties (the "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger assume all of the obligations,  jointly and severally,  with the Company,
under this Debenture and substitute the Company's Common Stock,  into which this
Debenture is  convertible,  for common stock of such Merger  Partner ("MP Common
Stock")  including  depositing  41,000,000  shares of MP Common  Stock  with the
Escrow  Agent (as  defined in the  Purchase  Agreement).  If and when the Merger
occurs, at the time such Merger is effective,  the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase  Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to Company  Common  Stock shall be  references  to MP Common  Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common Stock as if this  Debenture were issued on the date hereof by the MP that
issued the MP Common Stock and the Company shall have no further  obligations to
issue  shares of Common  Stock  hereunder.  For the benefit of the  Holder,  the
Company  shall  use its  best  efforts  to  effectuate  the  intentions  of this
paragraph.

            If  there  is a  Merger  all of the  provisions  of  this  Debenture
(specifically  including  Section  4) shall be read and  interpreted  as if this
Debenture  was issued by the Merger  Partner  issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common Stock.

            Notwithstanding   anything   contained   herein,   in  the  Purchase
Agreement,  or in the Note D to the contrary,  this First  Debenture D shall not
accrue interest, shall not be convertible, and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note D shall not be due and  payable  and  shall  not be deemed  part of the
"Purchase Price" for purposes of Section 4.25 of the Purchase Agreement,  unless
and until:

                        (iii)       the Holder elects that Note C shall become
                                    due and payable; and

                        (ii)        the   number  of  Escrow   Shares   for  the
                                    aggregate principal amount of the Debentures
                                    then  outstanding and this First Debenture D
                                    is at least  200% of the number of shares of
                                    common stock of the Company or RWNT,  as the
                                    case may be, that would be needed to satisfy
                                    full  conversion  of  all  such  unconverted
                                    Debentures,

provided,  however,  that if subparagraph (i) is satisfied and subparagraph (ii)
is not, the Company or the Merger Partner, as the case may be, shall increase in
accordance  with and subject to the  provisions  of Section 4.14 of the Purchase
Agreement,  the number of Escrow Shares to cover 200% of the number of shares of
common  stock of the  Company or the Merger  Partner,  as the case may be,  that
would be needed to satisfy full conversion of all of such Debenture  pursuant to
the  procedures set forth in Section 4.14 of the Purchase  Agreement;  provided,
further, that,  notwithstanding the foregoing,  this First Debenture D shall not
accrue interest,  shall not be convertible and shall not be subject to repayment
by the Company or the Merger Partner,  as the case may be, at its maturity,  and
the Note D shall not be deemed  part of the  "Purchase  Price" for  purposes  of
Section 4.25 of the Purchase  Agreement,  unless and until the Note D is paid in
full by the Holder or its successors and assigns.

            If the Note D has not been paid in full by the Holder to the Company
(whether  or not it is  otherwise  then due or  payable by its  terms),  (i) any
payments  from the Company to the Holder  pursuant to Sections  4.19 and 4.33 of
the Purchase  Agreement will be offset by the principal amount of the Note D and
(ii) "Debentures" shall specifically refer to First Debenture A, First Debenture
B, First  Debenture  C, First  Debenture D and the Second  Debenture in Sections
4.19 and 4.33 in Purchase Agreement.



                                      A4-2
<PAGE>

            This Debenture is subject to the following additional provisions:

            Section 1.  Definitions.  Capitalized  terms used and not  otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Adjusted Conversion Price" means the lesser of the Fixed Conversion
Price or the Floating  Conversion Price one day prior to the record date set for
the determination of stockholders entitled to receive dividends,  distributions,
rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

            "Company"  shall  mean  the  Company  (as  defined  in the  Purchase
Agreement)  or in the event there is a Merger,  shall mean such  Merger  Partner
that issues the MP Common Stock.

            "Common  Stock"  shall  mean the  Common  Stock (as  defined  in the
Purchase Agreement) and in the event there is a Merger, shall mean the MP Common
Stock  (as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or stock  dividend  from the date the  Purchase  Agreement  is
signed).

            "Conversion  Date" shall have the meaning set forth in Section  4(a)
hereof.

            "Conversion Ratio" means, at any time, a fraction,  the numerator of
which is the then  outstanding  principal  amount  represented by the Debentures
plus accrued but unpaid  interest  thereon,  and the denominator of which is the
conversion price at such time.

            "Fixed Conversion Price" shall have the meaning set forth in Section
4(c)i hereof.

            "Floating  Conversion  Price"  shall have the  meaning  set forth in
Section 4(c)i hereof.

            "Notice of  Conversion"  shall have the meaning set forth in Section
4(a) hereof.

            "Original  Issuance  Date" shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof.

            Section 2. Denominations of Debentures;  Interest on Debentures. The
Debentures  are  exchangeable  for  an  equal  aggregate   principal  amount  of
Debentures  of different  authorized  denominations,  as requested by the Holder
surrendering  the same, but shall not be issuable in  denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the Holder will be made for such registration of transfer or exchange.



                                      A4-3
<PAGE>

            Section 3.  Events of Default and Remedies.

            I.  "Event  of  Default,"  when  used  herein,  means any one of the
following  events  (whatever  the reason  and  whether  any such event  shall be
voluntary  or  involuntary  or effected by  operation  of law or pursuant to any
judgment,  decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

            (a) any  default in the payment of the  principal  of or interest on
this  Debenture as and when the same shall become due and payable  either at the
Maturity Date, by acceleration, conversion, or otherwise;

              (b) the  Company  shall  fail to  observe  or  perform  any  other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
five (5) Business Days of its receipt of notice of such failure or breach;

            (c) the  occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a cure period,  such failure or breach shall not have been  remedied  within the
cure period provided for therein;

            (d)  the  Company  or any  of  its  Subsidiaries  shall  commence  a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a general assignment for the benefit of creditors;  or the Company shall fail to
pay, or shall state in writing  that it is unable to pay its debts  generally as
they become due; or the  Company  shall call a meeting of its  creditors  with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing;  or any corporate or other action is taken
by the Company for the purpose of effecting any of the foregoing;

            (e) the Company  shall default in any of its  obligations  under any
mortgage,  indenture or instrument under which there may be issued,  or by which
there may be secured or evidenced,  any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00),  whether such indebtedness
now exists or shall  hereafter be created and such default  shall result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

            (f) the Company shall have its Common Stock deleted or delisted,  as
the case may be,  from the  American  Stock  Exchange,  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;



                                      A4-4
<PAGE>

            (g) notwithstanding  anything herein to the contrary, but subject to
the limitations  set forth in the Debentures,  the Company shall fail to deliver
to the Escrow Agent share  certificates  representing the shares of Common Stock
to be issued upon  conversion of the  Debentures  within three (3) Business Days
after to the  Company's  receipt of notice from the Escrow  Agent to the Company
that  additional  shares of Common  Stock  are  required  to be placed in escrow
pursuant  to Section  4.14 of the  Purchase  Agreement,  Article 2 of the Escrow
Agreement, and/or Section 4(b) of this Debenture;

            (h) the  Company  shall issue a press  release,  or  otherwise  make
publicly known,  that it is not honoring a properly  executed and duly delivered
Notice of Conversion  complying with the terms of this  Debenture,  the Purchase
Agreement and the Escrow Agreement, for any reason whatsoever; and

            (i) the  Company  issues or enters  into an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated  under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns,  during the period commencing
on the date hereof and ending on the four month  anniversary of the Post-Closing
Date.

            II. (a) If any Event of Default occurs,  and continues beyond a cure
period,  if any,  then  the  Holder  may,  by  written  notice  to the  Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company,  notwithstanding  anything  contained herein to
the  contrary,  and the Holder may  immediately  and without  expiration  of any
additional grace period enforce any and all of its rights and remedies hereunder
and all other remedies  available to it under  applicable law. Such  declaration
may be  rescinded  and  annulled  by the  Holder  at any time  prior to  payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  This shall include,  but not be
limited to the right to temporary,  preliminary and permanent  injunctive relief
without the requirement of posting any bond or undertaking.

            (b) The Holder may  thereupon  proceed to protect  and  enforce  its
rights either by suit in equity and/or by action at law or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such Holder.

            (c)  Except  as   expressly   provided   for  herein,   the  Company
specifically  (i)  waives  all  rights it may have (A) to notice of  nonpayment,
notice of  default,  demand,  presentment,  protest  and notice of protest  with
respect to any of the  obligations  hereunder  or the shares of Common Stock and
(B) notice of acceptance hereof or of any other action taken in reliance hereon,
notice and  opportunity  to be heard  before the  exercise  by the Holder of the
remedies  of  self-help,  set-off,  or other  summary  procedures  and all other
demands and notices of any type or description except for cure periods,  if any;
and (ii) releases the Holder,  its officers,  directors,  agents,  employees and
attorneys from all claims for loss or damage caused by any act or failure to act
on the part of the  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.



                                      A4-5
<PAGE>

            (d) As a  non-exclusive  remedy,  upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued  interest thereon at the lesser of the Fixed Conversion Price or the
Floating  Conversion  Price upon giving a Notice of  Conversion  to the Company.
Except as otherwise  provided  herein,  the Company  shall not have the right to
object to the conversion or the calculation of the applicable  conversion price,
absent  manifest  error and the Escrow Agent shall  release the shares of Common
Stock from escrow two (2) Business Days after upon  notifying the Company of the
conversion.

            III. To effectuate  the terms and provision of this  Debenture,  the
Holder  may give  notice of any  default  to the  Attorney-in-Fact  as set forth
herein  and  give a  copy  of  such  notice  to the  Company  and  its  counsel,
simultaneously,  and  request the  Attorney-in-Fact  to comply with the terms of
this  Debenture  and the  Purchase  Agreement  and all  agreements  entered into
pursuant to the Purchase Agreement on behalf of the Company.

            Section 4.  Conversion.

            (a)  Except  as  otherwise  set  forth  herein  or in  the  Purchase
Agreement,  the unpaid  principal  amount of this Debenture shall be convertible
into  shares of Common  Stock at the  Conversion  Ratio as  defined  above,  and
subject  to the  Limitation  on  Conversion  described  in  Section  4.18 of the
Purchase  Agreement and subject to the  limitation  set forth in Section 4.30 of
the Purchase  Agreement and in the  paragraphs  three through five of this First
Debenture D following  the  paragraph  that begin "For Value  Received",  at the
option  of the  Holder,  in whole or in part,  at any  time,  commencing  on the
Original  Issuance  Date.  Such  shares of Common  Stock  shall be  without  any
restriction  and freely  tradable  pursuant to Rule 504 of  Regulation  D of the
Securities  Act. Any  conversion  under this Section 4(a) shall be for a minimum
principal  amount of $1,000.00 of the Debentures  plus the interest  accrued and
due thereon.  The Holder shall effect  conversions by surrendering the Debenture
to be converted to the Escrow Agent,  together with the form of notice  attached
hereto as Appendix I ("Notice of Conversion") in the manner set forth in Section
4(j) hereof.  Each Notice of Conversion  shall  specify the principal  amount of
Debentures  to be  converted  and the date on  which  such  conversion  is to be
effected  (the  "Conversion  Date")  which  date  shall not be less than two (2)
Business  Days after the date on which the Notice of  Conversion is delivered to
the Escrow  Agent.  Subject to the last  paragraph of Section 4(b) hereof,  each
Notice  of  Conversion,  once  given,  shall be  irrevocable.  If the  Holder is
converting less than all of the principal  amount  represented by the Debentures
tendered by the Holder in the Notice of Conversion, the Company shall deliver to
the Holder a new Debenture for such  principal  amount as has not been converted
within  two (2)  Business  Days of the  Conversion  Date.  In the event that the
Escrow Agent holds the  Debentures on behalf of the Holder,  the Company  agrees
that in lieu of surrendering the Debentures upon every partial  conversion,  the
Escrow Agent shall give the Company and the Holder  written notice of the amount
of the Debentures left unconverted. Upon conversion in full of the Debentures or
upon the Maturity  Date,  the Escrow Agent shall return the  Debentures  and the
Escrow Shares, if any, to the Company for cancellation.



                                      A4-6
<PAGE>

            (b) Not later than two (2) Business Days after the Conversion  Date,
the Escrow Agent shall deliver to the Holder (i) a certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been  surrendered  to the Company,  the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of the  Debentures  not  yet  converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon   conversion  of  the
Debentures,  until the  Debentures  are either  delivered for  conversion to the
Escrow Agent or the Company or any transfer  agent for the  Debentures or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and an  agreement
reasonably  acceptable  to the Company  indemnifying  the Company  from any loss
incurred by it in connection with such loss,  theft or destruction.  In the case
of a  conversion  pursuant to a Notice of  Conversion,  if such  certificate  or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled,  upon  providing  written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion,  in which event, the Company shall  immediately  return
the Debentures tendered for conversion.

            Subject to any limitations set forth in the Purchase Agreement,  the
Company agrees that at any time the conversion  price of the Debentures are such
that the  number  of Escrow  Shares  is less  than  200% of the Full  Conversion
Shares,  upon five (5) Business Days of the Company's  receipt of notice of such
circumstance from the Purchaser and/or the Escrow Agent, the Company shall issue
share  certificates  in the name of the  Purchaser  and  deliver the same to the
Escrow  Agent,  in such number that the new number of Escrow  Shares is equal to
200% of the Full Conversion Shares.

            (c) (i) The  conversion  price for the  Debentures  in effect on any
Conversion  Date shall be the lesser of (a) one hundred fifty percent  (150%) of
the Fixed  Conversion  Price (as defined and computed in the First  Debenture A)
(the "Fixed Conversion  Price") or (b) one hundred percent (100%) of the average
of the three (3) lowest  closing bid prices per share of the Common Stock during
the forty (40) Trading  Days  immediately  preceding  the  Conversion  Date (the
"Floating  Conversion Price"). For purposes of determining the closing bid price
on any day,  reference  shall be to the  closing bid price for a share of Common
Stock on such date on the OTCBB (or such other exchange, market, or other system
that the Common  Stock is then traded on), as reported on  Bloomberg,  L.P.  (or
similar organization or agency succeeding to its functions of reporting prices).

                        (ii)  If the  Company,  at  any  time  while  any of the
Debentures are outstanding, (a) shall pay a stock dividend or otherwise
make a distribution  or  distributions  on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common Stock or of
capital stock of any class),  (b) subdivide  outstanding  shares of Common Stock
into a larger number of shares,  (c) combine  outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification  any shares of
capital stock of the Company,  the Fixed  Conversion Price as applied in Section
4(c)(i) shall be  multiplied by a fraction,  the numerator of which shall be the
number of shares of Common Stock of the Company  outstanding  immediately before
such event and the  denominator of which shall be the number of shares of Common
Stock outstanding  immediately after giving effect to such event. Any adjustment
made pursuant to this Section 4(c)(ii) shall become effective  immediately after
the record date for the  determination of stockholders  entitled to receive such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective  date in the case of a subdivision,  combination or  reclassification,
provided that no adjustment  shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.



                                      A4-7
<PAGE>

                        (iii) If, at any time  while any of the  Debentures  are
outstanding, the Company issues or sells shares of Common Stock, or
options,  warrants or other rights to subscribe for or purchase shares of Common
Stock  (excluding  shares of Common Stock  issuable  upon the  conversion of the
Debentures  or upon the  exercise of  options,  warrants  or  conversion  rights
granted  prior to the date  hereof)  and at a price per share  less than the Per
Share Market Value (as defined in the Purchase Agreement) of the Common Stock at
the issue date mentioned  below,  the Fixed Conversion Price shall be multiplied
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock (excluding treasury shares, if any) outstanding on the date of issuance of
such  shares,  options,  warrants or rights plus the number of shares  which the
aggregate offering price of the total number of shares so offered would purchase
at such Per Share Market Value, and the denominator of which shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding on the
date of  issuance  of such  options,  rights  or  warrants  plus the  number  of
additional  shares of Common Stock offered for  subscription  or purchase.  Such
adjustment  shall be made whenever  such options,  rights or warrants are issued
(and if such  adjustment is made, no further  adjustment  will be made when such
options,  rights  or  warrants  are  exercised),   and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such options, rights or warrants. However, upon the expiration of any
options,  right or warrant to  purchase  Common  Stock,  the  issuance  of which
resulted in an adjustment in the conversion  price designated in Section 4(c)(i)
hereof pursuant to this Section 4(c)(iii), if any such options, right or warrant
shall expire and shall not have been exercised, the Fixed Conversion Price shall
immediately  upon such expiration be recomputed and effective  immediately  upon
such  expiration  be  increased  to the  price  which it would  have  been  (but
reflecting any other  adjustments  in the conversion  price made pursuant to the
provisions  of this Section 4 after the issuance of such rights or warrants) had
the adjustment of the  conversion  price made upon the issuance of such options,
rights or  warrants  been  made on the basis of  offering  for  subscription  or
purchase only that number of shares of Common Stock actually  purchased upon the
exercise of such options,  rights or warrants actually exercised.  There will be
no adjustment under this Section  4(c)(iii) if Common Stock is issued due to the
exercise of (x) employee stock options that were issued to such employee, or (y)
other  options,  warrants or rights to subscribe  for or purchase  that,  in any
case, are issued at an exercise or subscription  price equal to Per Share Market
Value.

                        (iv) If, at any time while  Debentures are  outstanding,
the Company distributes to all holders of Common Stock (and not to
holders of Debentures) evidences of Company indebtedness or assets, or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 4(c)(iii)  hereof),  then, in each such case, the conversion price at
which each Debenture then outstanding  shall thereafter be convertible  shall be
determined by multiplying (A) the Fixed Conversion  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution by a fraction, the numerator of which shall be the Per
Share  Market  Value  of the  Common  Stock  determined  as of the  record  date
mentioned  above  less the then fair  market  value at such  record  date of the
portion of such assets or evidence of indebtedness so distributed  applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good faith and the  denominator  of which shall be the Per Share Market Value of
the Common Stock on such record date; provided,  however, that in the event of a
distribution  exceeding ten percent (10%) of the net assets of the Company, such
fair market  value  shall be  determined  by a  nationally  recognized  or major
regional  investment  banking  firm  or  firm of  independent  certified  public
accountants  of  nationally  recognized  standing  (which  may be the firm  that
regularly  examines the financial  statements  of the Company) (an  "Appraiser")
selected in good faith by the holders of a majority of the  principal  amount of
the Debentures then outstanding;  and provided, further, that the Company, after
receipt of the  determination by such Appraiser,  shall have the right to select
an additional Appraiser,  in which case such fair market value shall be equal to
the average of the  determinations  by each such  Appraiser.  In either case the
adjustments  shall be  described  in a statement  provided to the Holder and all
other   holders  of  Debentures  of  the  portion  of  assets  or  evidences  of
indebtedness so distributed or such subscription  rights applicable to one share
of Common Stock. Such adjustment shall be made whenever any such distribution is
made and shall  become  effective  immediately  after the record date  mentioned
above.  The Company  shall pay all fees and expenses of any  Appraiser  selected
under this Section 4(c)(iv).



                                      A4-8
<PAGE>

         (v) All calculations  under this Section 4 shall be made to the nearest
1/1000th of a cent or the nearest  1/1000th of a share,  as the case may be. Any
calculation  equal to or over .005 shall be rounded up to the next cent or share
and any calculation less than .005 shall be rounded down to the previous cent or
share.

         (vi) In the event the  conversion  price is not  adjusted  pursuant  to
Section  4(c)(ii) or (v),  within two (2) Business Days following the occurrence
of an event described  therein and, in the case of Section 4c(iv),  within three
(3) Business Days  following the  determination  of the fair market value by the
Appraiser(s),  the Holder  shall have the right to require the Company to redeem
the Debentures at 140% of the Purchase Price and  simultaneously pay such amount
and all accrued  interest and  dividends  to the Holder  pursuant to the written
instructions provided by the Holder. The Company will have two (2) Business Days
to make the  appropriate  adjustment  from the time the Company is provided with
written notice from the Holder of a failure to comply with this Section 4.

                        (vii)  Whenever the Fixed  Conversion  Price is adjusted
pursuant to Section 4(c)(ii),(iii) or (iv), the Company shall within
two (2) Business Days after the  determination of the new Fixed Conversion Price
mail and fax (in the manner set forth in Section  4(j) hereof) to the Holder and
to each other holder of  Debentures,  a notice  ("Company  Notice of  Conversion
Price  Adjustment")   setting  forth  the  Fixed  Conversion  Price  after  such
adjustment  and setting  forth a brief  statement  of the facts  requiring  such
adjustment.



                                      A4-9
<PAGE>

                        (viii)  In case of any  reclassification  of the  Common
Stock, any consolidation or merger of the Company with or into another
person,  the sale or transfer of all or  substantially  all of the assets of the
Company or any compulsory  share exchange  pursuant to which the Common Stock is
converted  into  other  securities,  cash  or  property,  then  each  holder  of
Debentures  then  outstanding  shall have the right  thereafter  to convert such
Debentures  only into the  shares of stock and  other  securities  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger,  sale,  transfer  or  share  exchange
(except in the event the property is cash,  then the Holder shall have the right
to  convert  the  Debentures  and  receive  cash in the  same  manner  as  other
stockholders),  and the Holder shall be entitled upon such event to receive such
amount of  securities  or property  as the holder of shares of the Common  Stock
into which such Debentures could have been converted  immediately  prior to such
reclassification,  consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation,  merger, sale, transfer
or share  exchange  shall  include  such terms so as to  continue to give to the
Holder the right to receive the securities or property set forth in this Section
4(c)(viii)  upon any conversion  following  such  consolidation,  merger,  sale,
transfer or share  exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;

                        (ix) If:

                                    (A) the Company shall declare a dividend (or
any other distribution) on its Common Stock; or

                                    (B)     the Company  shall declare a special
                                            non-recurring      cash     dividend
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            grant to all  holders  of the Common
                                            Stock    rights   or   warrants   to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the approval of any  stockholders of
                                            the  Company  shall be  required  in
                                            connection with any reclassification
                                            of the Common  Stock of the  Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is a  party,  any  sale  or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the Common Stock is  converted  into
                                            other securities,  cash or property;
                                            or

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;




                                     A4-10
<PAGE>

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of the  Debentures  at their last  addresses
and facsimile  number set forth in the  Debenture  Register at least twenty (20)
calendar  days prior to the  applicable  record or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such dividend,  distribution,  redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distributions,  redemption, rights or
warrants are to be determined,  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up is expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale, transfer,  share exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

            (d) If at any time  conditions  shall  arise by  reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company,  is not  adequately  covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the Holder and all other  holders of Debentures  (different  or  distinguishable
from the effect  generally  on rights of  holders of any class of the  Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the effective date of such action,  mail and fax a written notice to each holder
of  Debentures  briefly  describing  the action  contemplated,  and an Appraiser
selected  by the  holders of majority  in  principal  amount of the  outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards  established  in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment as to the  securities  into which  Debentures  may thereafter be
convertible)  and any  distribution  which is or would be  required  to preserve
without  diluting the rights of the holders of  Debentures;  provided,  however,
that the Company,  after receipt of the  determination by such Appraiser,  shall
have the right to select an additional  Appraiser,  in which case the adjustment
shall  be equal to the  average  of the  adjustments  recommended  by each  such
Appraiser. The Company shall pay all fees and expenses of any Appraiser selected
under this Section  4(d).  The Board of Directors of the Company  shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the  taking  of any such  action  contemplated,  as the  case may be;  provided,
however, that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions,  would
result in an increase of the conversion price above the conversion price then in
effect.

            (e) Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement,  including without limitation,  Sections 4.14, 4.28,
4.29 and 4.30 thereof,  the Company  covenants and agrees that it shall,  at all
times,  reserve and keep  available out of its  authorized  and unissued  Common
Stock solely for the purpose of issuance upon  conversion  of the  Debentures as
herein  provided,  free from  preemptive  rights or any other actual  contingent
purchase  rights of persons  other than the  Holder of the  Debentures,  two (2)
times such number of shares of Common  Stock as shall be issuable  (taking  into
account the  adjustments  and  restrictions  of Section  4(c) and  Section  4(d)
hereof) upon the conversion of the aggregate principal amount of the outstanding
Debentures.  The Company covenants that, subject to the limitations set forth in
this  Section  4(e),  all shares of Common  Stock that  shall be  issuable  upon
conversion  of  the  Debentures  shall,  upon  issuance,  be  duly  and  validly
authorized and issued and fully paid and non-assessable.



                                     A4-11
<PAGE>

           (f) No  fractional  shares of Common  Stock shall be issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.

            (g) The  issuance of a  certificate  or  certificates  for shares of
Common Stock upon  conversion of the Debentures  shall be made without charge to
the Holder  for any  documentary  stamp or similar  taxes that may be payable in
respect of the  issuance  or  delivery of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the Holder and the Company shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

            (h) The  Debentures  converted  into Common  Stock shall be canceled
upon conversion.

            (i) On the Maturity Date, the  unconverted  principal  amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or, if payment in full is not  received  within two (2)  Business  Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the lesser of the Fixed  Conversion  Price and the Floating  Conversion Price as
set forth in Section 4(c)(i).

            (j) Each Notice of  Conversion  shall be given by  facsimile  to the
Escrow  Agent no later  than 4:00 pm New York  time on any  Business  Day.  Upon
receipt of such Notice of Conversion, the Escrow Agent shall forward such Notice
of  Conversion to the Company by facsimile by 6:00 p.m. New York time on the day
on which the Escrow Agent  receives the Notice of  Conversion,  at the facsimile
telephone  number and address of the principal place of business of the Company.
Any such notice shall be deemed given and  effective  upon the  transmission  of
such  facsimile  at the  facsimile  telephone  number  specified in the Purchase
Agreement  (with printed  confirmation of  transmission).  In the event that the
Escrow Agent receives the Notice of Conversion  after 4:00 p.m. New York time or
the Company  receives the Notice of Conversion  after 6:00 p.m. New York time on
such  day,  or the  Holder  receives  the  Company  Notice of  Conversion  Price
Adjustment  after 6:00 p.m.  New York time,  any such notice  shall be deemed to
have been given on the next Business Day.

            Section  5.  Redemption  of  Debentures.  (a) At any time  after the
Execution  Date,  so long as no Event of Default  has  occurred  and,  if a cure
period is  provided,  has not been cured,  the Company  shall have the option to
redeem any unconverted  amount of the Debentures,  either in part or whole, upon
no less than thirty (30) days written  notice thereof given to the Holder with a
copy to the Escrow  Agent (the  "Redemption  Notice"),  at one  hundred  fifteen
percent (115%) of the unconverted amount of the Debentures plus accrued interest
thereon (the "Redemption Price").  Notwithstanding  anything contained herein to
the contrary,  if the Company decides to redeem the outstanding principal amount
of the  Debenture  under the  second  proviso in the first  sentence  of Section
4(c)(i) of this  Debenture,  the Company shall have three (3) Business Days from
their  decision to redeem the Debenture in order to effectuate the redemption of
such principal amount of the outstanding Debenture.



                                     A4-12
<PAGE>

            (b)  Within  three (3)  Business  Days  prior to the date  fixed for
redemption in the  Redemption  Notice,  the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the Redemption  Price, on such  redemption  date, the Escrow Agent shall release
the Redemption Price to the Holder and return the remaining  Debentures,  Escrow
Shares and Underlying Shares to the Company.

            (c) In the event that the Company  fails to deposit  the  Redemption
Price in the Escrow  Agent's IOLA account  number  within the time  allocated in
Section 5(b) hereof, then the redemption shall be declared null and void.

            Section 6.  Intentionally Omitted.

            Section 7. Absolute  Payment  Obligation;  Limitation on Prepayment.
Except as expressly provided herein, in the Purchase  Agreement,  or in the Note
C, 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  is a direct  obligation  of the
Company.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter  issued under the terms set forth  herein.  The Company may not prepay
any portion of the  outstanding  principal  amount on the  Debentures  except in
accordance with the Purchase Agreement or Sections 4(c)(i) or 5 hereof.

            Section 8. No Rights of Stockholders.  Except as otherwise  provided
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to any  of the  rights  of a  stockholder  of  the  Company,  including  without
limitation,  the right to vote on or consent to any action, to receive dividends
and other distributions,  or to receive any notice of, or to attend, meetings of
stockholders or any other  proceedings of the Company,  unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.

            Section 9. Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated,  lost,  stolen or  destroyed,  the Company shall execute and
deliver,  in exchange and substitution for and upon  cancellation of a mutilated
Debenture,  or in lieu of or in  substitution  for a lost,  stolen or  destroyed
Debenture,  a new  Debenture  for the  principal  amount  of this  Debenture  so
mutilated,  lost,  stolen or destroyed  but only upon receipt of an affidavit of
such loss,  theft or  destruction  of such  Debenture,  and, if requested by the
Company, an agreement to indemnity the Company in form reasonably  acceptable to
the Company.

            Section 10.  Governing Law. This Debenture  shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the  Company at its  address  set forth in the
Purchase Agreement.



                                     A4-13
<PAGE>

            Section 11. Notices. Any notice,  request,  demand, waiver, consent,
approval or other  communication  which is required or  permitted to be given to
any party  hereunder  shall be in writing and shall be deemed duly given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or certified mail (return receipt  requested),  with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one day after being  mailed,  addressed to the party at its
address  as set forth in Section  7.3 of the  Purchase  Agreement  or such other
address as may be designated  hereafter by notice given pursuant to the terms of
this Section 11.

            Section  12.  Waiver.  Any waiver by the  Company or the Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture in any other occasion. Any waiver must be in writing.

            Section 13.  Invalidity.  If any provision of this Debenture is held
to be invalid,  illegal or  unenforceable,  the balance of this Debenture  shall
remain in effect,  and if any provision is held to be inapplicable to any person
or circumstance,  it shall  nevertheless  remain applicable to all other persons
and circumstances.

            Section 14. Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next following Business Day.

            Section  15.  Transfer;   Assignment.  This  Debenture  may  not  be
transferred or assigned,  in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities laws.



            Section 16.  Future  Financing.  If, at any time this  Debenture  is
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and the Purchase  Agreement and this Debenture  shall be terminated.
This provision shall survive both Closing and Post-Closing.




                                     A4-14
<PAGE>

            Section 17. Fees of  Enforcement.  In the event any Party  commences
legal  action to enforce its rights  under this  Debenture,  the  non-prevailing
party shall pay all reasonable costs and expenses  (including but not limited to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative fees) incurred in enforcing such rights.







                            [Signature Page Follows]


                                     A4-15
<PAGE>


            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed by an officer thereunto duly authorized as of the date first above
indicated.

                                    ORANGE SODA, INC.


Attest:                             By: /s/
                                       -----------------------------------------
                                    Name: Jehu Hand
                                    Title: President and Chief Executive Officer


                                     A4-16
<PAGE>

                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the  Debentures,  the  undersigned  hereby
irrevocably  elects to convert  the  attached  Debenture  into  shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of Orange Soda,  Inc.
(the  "Company"),  or, if a Merger (as defined in the  Debenture)  has occurred,
into shares of MP Common  Stock (as defined in the  Debenture)  according to the
provisions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  A fee of $400 will be charged by the Escrow  Agent to the Holder for
each  conversion.  No other  fees will be  charged  to the  Holder,  except  for
transfer taxes, if any.



Conversion calculations:

                                   -------------------------------------------
                                   Date to Effect Conversion

                                   -------------------------------------------
                                   Principal Amount of Debentures to be
                                   Converted


                                   Interest to be Converted or Paid

                                   -------------------------------------------
                                   Applicable Conversion Price (Pursuant to
                                   Section 4(c)(v))

                                   -------------------------------------------
                                   Number of Shares to be Issued Upon Conversion

                                   -------------------------------------------
                                   Signature

                                   -------------------------------------------
                                   Name

                                   -------------------------------------------
                                   Address



                                     A4-17
<PAGE>



                                    EXHIBIT B

                                SECOND DEBENTURE

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER  RULE  504  OF  REGULATION  D  PROMULGATED  UNDER  THE  U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS.

US $6,000                                                     October [  ], 2003



                  1% CONVERTIBLE DEBENTURE DUE OCTOBER 27, 2008

            THIS  DEBENTURE of Orange Soda,  Inc., a Delaware  corporation  (the
"Company")  in the  aggregate  principal  amount  of Six  Thousand  Dollars  (US
$6,000),  is designated as its $6,000, 1% Convertible  Debenture due October 27,
2008 (the "Debentures").

            FOR  VALUE  RECEIVED,  the  Company  promises  to pay to HEM  Mutual
Assurance LLC or its registered assigns (the "Holder"), the principal sum of Six
Thousand  Dollars (US  $6,000),  on or prior to October 27, 2008 (the  "Maturity
Date") and to pay interest to the Holder on the principal sum at the rate of one
percent (1%) per annum.  Interest shall accrue daily  commencing on the Original
Issuance  Date (as  defined  in  Section  1 below) in the form of cash or common
stock of the Company selected by the Holder subject to the provisions of Section
2(b) hereof,  until  payment in full of the  principal  sum,  together  with all
accrued and unpaid interest,  has been made or duly provided for. If at any time
after  the  Original  Issuance  Date an Event of  Default  has  occurred  and is
continuing, interest shall accrue at the rate of fifteen percent (15%) per annum
from the date of the Event of Default and the applicable cure period through and
including the date of payment.  Interest due and payable hereunder shall be paid
to the person in whose name this Debenture (or one or more successor Debentures)
is registered on the records of the Company regarding registration and transfers
of the  Debentures  (the  "Debenture  Register");  provided,  however,  that the
Company's  obligation to a transferee of this Debenture shall arise only if such
transfer,  sale or other  disposition  is made in accordance  with the terms and
conditions  hereof and of the  Convertible  Debenture  Purchase  Agreement  (the
"Purchase Agreement") by and between the Company and the Purchaser (as such term
is defined in the Purchase Agreement),  dated as of October [ ], 2003, as may be
amended  from time to time.  A transfer  of the right to receive  principal  and
interest under this Debenture shall be transferable  only through an appropriate
entry in the Debenture Register as provided herein.



                                      B-1
<PAGE>

            If the Company in order to consummate a merger (the "Merger") enters
into a merger  agreement or similar  agreement  with other  parties (the "Merger
Partners"), the Merger Partners will effective upon the consummation of any such
Merger assume all of the obligations,  jointly and severally,  with the Company,
under this Debenture and substitute the Company's Common Stock,  into which this
Debenture is  convertible,  for common stock of such Merger  Partner ("MP Common
Stock")  including  depositing  41,000,000  shares of MP Common  Stock  with the
Escrow  Agent (as  defined in the  Purchase  Agreement).  If and when the Merger
occurs, at the time such Merger is effective,  the Escrow Agent will deliver the
Company's Common Stock being held in accordance with the Purchase  Agreement and
this Debenture to the Company.  If the Merger occurs, then (i) references herein
to Company  Common  Stock shall be  references  to MP Common  Stock and (ii) any
references  the Company shall be read as references to the MP that issued the MP
Common Stock as if this  Debenture were issued on the date hereof by the MP that
issued the MP Common Stock and the Company shall have no further  obligations to
issue  shares of Common  Stock  hereunder.  For the benefit of the  Holder,  the
Company  shall  use its  best  efforts  to  effectuate  the  intentions  of this
paragraph.

            If  there  is a  Merger  all of the  provisions  of  this  Debenture
(specifically  including  Section  4) shall be read and  interpreted  as if this
Debenture  was issued by the Merger  Partner  issuing the MP Common Stock on the
date hereof and this Debenture was initially convertible into MP Common Stock.

            This Debenture is subject to the following additional provisions:

            Section 1.  Definitions.  Capitalized  terms used and not  otherwise
defined  herein  shall  have the  meanings  given  such  terms  in the  Purchase
Agreement.  As used in this  Agreement,  the  following  terms  shall  have  the
following meanings:

            "Adjusted Conversion Price" means the Conversion Price one day prior
to the record date set for the determination of stockholders entitled to receive
dividends,  distributions,  rights  or  warrants  as  provided  for in  Sections
4(c)(ii), (iii) and (iv).

            "Company"  shall  mean  the  Company  (as  defined  in the  Purchase
Agreement)  or in the event there is a Merger,  shall mean such  Merger  Partner
that issues the MP Common Stock.

            "Common  Stock"  shall  mean the  Common  Stock (as  defined  in the
Purchase Agreement) and in the event there is a Merger, shall mean the MP Common
Stock  (as  adjusted  for  any  reverse  splits,  forward  splits,  combination,
reclassification  or stock  dividend  from the date the  Purchase  Agreement  is
signed).

            "Conversion  Date" shall have the meaning set forth in Section  4(a)
hereof.

            "Conversion Ratio" means, at any time, a fraction,  the numerator of
which is the then  outstanding  principal  amount  represented by the Debentures
plus accrued but unpaid  interest  thereon,  and the denominator of which is the
conversion price at such time.



                                      B-2
<PAGE>

            "Conversion  Price"  shall  have the  meaning  set forth in  Section
4(c)(i) hereof.

            "Notice of  Conversion"  shall have the meaning set forth in Section
4(a) hereof.

            "Original  Issuance  Date" shall mean the date of the first issuance
of this Debenture regardless of the number of transfers hereof.

            Section 2. Denominations of Debentures;  Interest on Debentures. The
Debentures  are  exchangeable  for  an  equal  aggregate   principal  amount  of
Debentures  of different  authorized  denominations,  as requested by the Holder
surrendering  the same, but shall not be issuable in  denominations of less than
integral multiplies of One Thousand Dollars (US$1,000.00).  No service charge to
the Holder will be made for such registration of transfer or exchange.

            Section 3.  Events of Default and Remedies.

            I.  "Event  of  Default,"  when  used  herein,  means any one of the
following  events  (whatever  the reason  and  whether  any such event  shall be
voluntary  or  involuntary  or effected by  operation  of law or pursuant to any
judgment,  decree or order of any court, or any order, rule or regulation of any
administrative or governmental body):

            (a) any  default in the payment of the  principal  of or interest on
this  Debenture as and when the same shall become due and payable  either at the
Maturity Date, by acceleration, conversion, or otherwise;

              (b) the  Company  shall  fail to  observe  or  perform  any  other
covenant, agreement or warranty contained in, or otherwise commit any breach of,
this  Debenture,  and such failure or breach shall not have been remedied within
five (5) Business Days of its receipt of notice of such failure or breach;

            (c) the  occurrence of any event or breach or default by the Company
under the Purchase Agreement or any other Transaction Document and , if there is
a cure period,  such failure or breach shall not have been  remedied  within the
cure period provided for therein;

            (d)  the  Company  or any  of  its  Subsidiaries  shall  commence  a
voluntary  case under the United States  Bankruptcy  Code as now or hereafter in
effect or any successor thereto (the "Bankruptcy  Code"); or an involuntary case
is commenced  against the Company under the Bankruptcy  Code and the petition is
not controverted  within thirty (30) days, or is not dismissed within sixty (60)
days,  after  commencement  of the case;  or a  "custodian"  (as  defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part  of the  property  of  the  Company  or the  Company  commences  any  other
proceeding under any reorganization,  arrangement, adjustment of debt, relief of
debtors,   dissolution,   insolvency  or  liquidation  or  similar  law  of  any
jurisdiction whether now or hereafter in effect relating to the Company or there
is commenced  against the Company any such proceeding which remains  undismissed
for a period of sixty (60) days;  or the  Company is  adjudicated  insolvent  or
bankrupt;  or any  order of  relief or other  order  approving  any such case or
proceeding is entered;  or the Company  suffers any appointment of any custodian
or the like  for it or any  substantial  part of its  property  which  continues
undischarged  or unstayed for a period of thirty (30) days; or the Company makes
a general assignment for the benefit of creditors;  or the Company shall fail to
pay, or shall state in writing  that it is unable to pay its debts  generally as
they become due; or the  Company  shall call a meeting of its  creditors  with a
view to arranging a composition or adjustment of its debts; or the Company shall
by  any  act  or  failure  to  act  indicate  its  consent  to,  approval  of or
acquiescence in any of the foregoing;  or any corporate or other action is taken
by the Company for the purpose of effecting any of the foregoing;



                                      B-3
<PAGE>

            (e) the Company  shall default in any of its  obligations  under any
mortgage,  indenture or instrument under which there may be issued,  or by which
there may be secured or evidenced,  any indebtedness of the Company in an amount
exceeding One Hundred Thousand Dollars ($100,000.00),  whether such indebtedness
now exists or shall  hereafter be created and such default  shall result in such
indebtedness  becoming or being  declared  due and payable  prior to the date on
which it would otherwise become due and payable;

            (f) the Company shall have its Common Stock deleted or delisted,  as
the case may be,  from the  American  Stock  Exchange,  OTCBB or other  national
securities  exchange or market on which such Common  Stock is listed for trading
or suspended from trading thereon,  and shall not have its Common Stock relisted
or have such suspension lifted, as the case may be, within ten (10) Trading Days
of such deletion or delisting;

            (g) notwithstanding  anything herein to the contrary, but subject to
the limitations  set forth in the Debentures,  the Company shall fail to deliver
to the Escrow Agent share  certificates  representing the shares of Common Stock
to be issued upon  conversion of the  Debentures  within three (3) Business Days
after to the  Company's  receipt of notice from the Escrow  Agent to the Company
that  additional  shares of Common  Stock  are  required  to be placed in escrow
pursuant  to Section  4.14 of the  Purchase  Agreement,  Article 2 of the Escrow
Agreement, and/or Section 4(b) of this Debenture;

            (h) the  Company  shall issue a press  release,  or  otherwise  make
publicly known,  that it is not honoring a properly  executed and duly delivered
Notice of Conversion  complying with the terms of this  Debenture,  the Purchase
Agreement and the Escrow Agreement, for any reason whatsoever; and

            (i) the  Company  issues or enters  into an  agreement  to issue any
convertible security, any equity line of credit, or any security issued pursuant
to Rule 504 of Regulation D promulgated  under the Securities Act, other than to
the Purchaser or any of its Affiliates or assigns,  during the period commencing
on the date hereof and ending on the four month  anniversary of the Post-Closing
Date.



                                      B-4
<PAGE>

            II. (a) If any Event of Default occurs,  and continues beyond a cure
period,  if any,  then  the  Holder  may,  by  written  notice  to the  Company,
accelerate all of the payments due under this Debenture by declaring all amounts
so due under this Debenture, whereupon the same shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of
which are waived by the Company,  notwithstanding  anything  contained herein to
the  contrary,  and the Holder may  immediately  and without  expiration  of any
additional grace period enforce any and all of its rights and remedies hereunder
and all other remedies  available to it under  applicable law. Such  declaration
may be  rescinded  and  annulled  by the  Holder  at any time  prior to  payment
hereunder.  No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.  This shall include,  but not be
limited to the right to temporary,  preliminary and permanent  injunctive relief
without the requirement of posting any bond or undertaking.

            (b) The Holder may  thereupon  proceed to protect  and  enforce  its
rights either by suit in equity and/or by action at law or by other  appropriate
proceedings  whether for the specific  performance  (to the extent  permitted by
law) of any covenant or agreement  contained in this  Debenture or in aid of the
exercise  of any power  granted in this  Debenture,  and  proceed to enforce the
payment of any of the  Debentures  held by it, and to enforce any other legal or
equitable right of such Holder.

            (c)  Except  as   expressly   provided   for  herein,   the  Company
specifically  (i)  waives  all  rights it may have (A) to notice of  nonpayment,
notice of  default,  demand,  presentment,  protest  and notice of protest  with
respect to any of the  obligations  hereunder  or the shares of Common Stock and
(B) notice of acceptance hereof or of any other action taken in reliance hereon,
notice and  opportunity  to be heard  before the  exercise  by the Holder of the
remedies  of  self-help,  set-off,  or other  summary  procedures  and all other
demands and notices of any type or description except for cure periods,  if any;
and (ii) releases the Holder,  its officers,  directors,  agents,  employees and
attorneys from all claims for loss or damage caused by any act or failure to act
on the part of the  Holder,  its  officers,  attorneys,  agents,  directors  and
employees except for gross negligence or willful misconduct.

            (d) As a  non-exclusive  remedy,  upon the occurrence of an Event of
Default, the Holder may convert the remaining principal amount of the Debentures
and accrued  interest  thereon at the  Conversion  Price upon giving a Notice of
Conversion  to the Company.  Except as otherwise  provided  herein,  the Company
shall not have the right to object to the  conversion or the  calculation of the
applicable  conversion  price,  absent manifest error and the Escrow Agent shall
release the shares of Common Stock from escrow two (2) business  days after upon
notifying the Company of the conversion.

            III. To effectuate  the terms and provision of this  Debenture,  the
Holder  may give  notice of any  default  to the  Attorney-in-Fact  as set forth
herein  and  give a  copy  of  such  notice  to the  Company  and  its  counsel,
simultaneously,  and  request the  Attorney-in-Fact  to comply with the terms of
this  Debenture  and the  Purchase  Agreement  and all  agreements  entered into
pursuant to the Purchase Agreement on behalf of the Company.



                                      B-5
<PAGE>

            Section 4.  Conversion.

            (a)  Except  as  otherwise  set  forth  herein  or in  the  Purchase
Agreement,  the unpaid  principal  amount of this Debenture shall be convertible
into  shares of Common  Stock at the  Conversion  Ratio as  defined  above,  and
subject  to the  Limitation  on  Conversion  described  in  Section  4.18 of the
Purchase  Agreement and subject to the  limitation  set forth in Section 4.33 of
the Purchase Agreement and in the paragraph  immediately following the paragraph
beginning  "For Value  Received",  at the option of the  Holder,  in whole or in
part, at any time,  commencing  on the Original  Issuance  Date.  Such shares of
Common Stock shall be without any restriction  and freely  tradable  pursuant to
Rule 504 of  Regulation  D of the  Securities  Act.  Any  conversion  under this
Section  4(a)  shall be for a  minimum  principal  amount  of  $1,000.00  of the
Debentures  plus the interest  accrued and due thereon.  The Holder shall effect
conversions by  surrendering  the Debenture to be converted to the Escrow Agent,
together  with the form of notice  attached  hereto as  Appendix I  ("Notice  of
Conversion")  in the manner set forth in Section  4(j)  hereof.  Each  Notice of
Conversion  shall specify the principal amount of Debentures to be converted and
the date on which such  conversion  is to be effected  (the  "Conversion  Date")
which date shall not be less than two (2) Business  Days after the date on which
the Notice of Conversion  is delivered to the Escrow Agent.  Subject to the last
paragraph of Section 4(b) hereof,  each Notice of Conversion,  once given, shall
be  irrevocable.  If the  Holder is  converting  less than all of the  principal
amount  represented  by the  Debentures  tendered by the Holder in the Notice of
Conversion,  the Company  shall  deliver to the Holder a new  Debenture for such
principal  amount as has not been converted  within two (2) Business Days of the
Conversion  Date.  In the event that the Escrow  Agent holds the  Debentures  on
behalf of the  Holder,  the  Company  agrees  that in lieu of  surrendering  the
Debentures  upon  every  partial  conversion,  the Escrow  Agent  shall give the
Company  and the  Holder  written  notice of the amount of the  Debentures  left
unconverted.  Upon  conversion  in full of the  Debentures  or upon the Maturity
Date, the Escrow Agent shall return the  Debentures  and the Escrow  Shares,  if
any, to the Company for cancellation.

            (b) Not later than two (2) Business Days after the Conversion  Date,
the Escrow Agent shall deliver to the Holder (i) a certificate  or  certificates
representing  the  number  of shares of Common  Stock  being  acquired  upon the
conversion of the Debentures, and once the Debentures so converted in part shall
have been  surrendered  to the Company,  the Company shall deliver to the Holder
Debentures  in  the  principal  amount  of the  Debentures  not  yet  converted;
provided, however, that the Company shall not be obligated to issue certificates
evidencing  the  shares  of  Common  Stock  issuable  upon   conversion  of  the
Debentures,  until the  Debentures  are either  delivered for  conversion to the
Escrow Agent or the Company or any transfer  agent for the  Debentures or Common
Stock,  or the Holder  notifies the Company that such Debentures have been lost,
stolen  or  destroyed  and  provides  an  affidavit  of  loss  and an  agreement
reasonably  acceptable  to the Company  indemnifying  the Company  from any loss
incurred by it in connection with such loss,  theft or destruction.  In the case
of a  conversion  pursuant to a Notice of  Conversion,  if such  certificate  or
certificates are not delivered by the date required under this Section 4(b), the
Holder shall be entitled,  upon  providing  written notice to the Company at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion,  in which event, the Company shall  immediately  return
the Debentures tendered for conversion.



                                      B-6
<PAGE>

            Subject to any limitations set forth in the Purchase Agreement,  the
Company agrees that at any time the conversion  price of the Debentures are such
that the  number  of Escrow  Shares  is less  than  200% of the Full  Conversion
Shares,  upon five (5) Business Days of the Company's  receipt of notice of such
circumstance from the Purchaser and/or the Escrow Agent, the Company shall issue
share  certificates  in the name of the  Purchaser  and  deliver the same to the
Escrow  Agent,  in such number that the new number of Escrow  Shares is equal to
200% of the Full Conversion Shares.

            (c) (i) The  conversion  price for the  Debentures  in effect on any
Conversion  Date shall be $0.001  (the  "Conversion  Price").  For  purposes  of
determing  the closing bid price on any day,  reference  shall be to the closing
bid  price  for a share of  Common  Stock  on such  date on the  American  Stock
Exchange (or such other exchange,  market, or other system that the Common Stock
is then traded on), as reported on Bloomberg,  L.P. (or similar  organization or
agency succeeding to its functions of reporting prices).

                        (ii)  If the  Company,  at  any  time  while  any of the
Debentures are outstanding, (a) shall pay a stock dividend or otherwise
make a distribution  or  distributions  on shares of its Common Stock payable in
shares of its capital stock (whether payable in shares of its Common Stock or of
capital stock of any class),  (b) subdivide  outstanding  shares of Common Stock
into a larger number of shares,  (c) combine  outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification  any shares of
capital stock of the Company, the Conversion Price as applied in Section 4(c)(i)
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock of the Company outstanding  immediately before such event
and the  denominator  of which  shall be the  number of  shares of Common  Stock
outstanding  immediately  after giving effect to such event. Any adjustment made
pursuant to this Section 4(c)(ii) shall become effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend  or  distribution  and shall  become  effective  immediately  after the
effective  date in the case of a subdivision,  combination or  reclassification,
provided that no adjustment  shall be made if the Company does not complete such
dividend, distribution, subdivision, combination or reclassification.

                        (iii) If, at any time  while any of the  Debentures  are
outstanding, the Company issues or sells shares of Common Stock, or
options,  warrants or other rights to subscribe for or purchase shares of Common
Stock  (excluding  shares of Common Stock  issuable  upon the  conversion of the
Debentures  or upon the  exercise of  options,  warrants  or  conversion  rights
granted  prior to the date  hereof)  and at a price per share  less than the Per
Share Market Value (as defined in the Purchase Agreement) of the Common Stock at
the issue date mentioned  below,  the Conversion  Price shall be multiplied by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
(excluding  treasury shares, if any) outstanding on the date of issuance of such
shares,  options,  warrants  or  rights  plus the  number  of  shares  which the
aggregate offering price of the total number of shares so offered would purchase
at such Per Share Market Value, and the denominator of which shall be the number
of shares of Common Stock (excluding treasury shares, if any) outstanding on the
date of  issuance  of such  options,  rights  or  warrants  plus the  number  of
additional  shares of Common Stock offered for  subscription  or purchase.  Such
adjustment  shall be made whenever  such options,  rights or warrants are issued
(and if such  adjustment is made, no further  adjustment  will be made when such
options,  rights  or  warrants  are  exercised),   and  shall  become  effective
immediately after the record date for the determination of stockholders entitled
to receive such options, rights or warrants. However, upon the expiration of any
options,  right or warrant to  purchase  Common  Stock,  the  issuance  of which
resulted in an  adjustment  in the  Conversion  Price  pursuant to this  Section
4(c)(iii), if any such options, right or warrant shall expire and shall not have
been exercised,  the Conversion Price shall  immediately upon such expiration be
recomputed and effective  immediately  upon such  expiration be increased to the
price  which it would have been (but  reflecting  any other  adjustments  in the
conversion  price made  pursuant to the  provisions  of this Section 4 after the
issuance of such rights or warrants) had the adjustment of the conversion  price
made upon the  issuance of such  options,  rights or  warrants  been made on the
basis of offering  for  subscription  or purchase  only that number of shares of
Common Stock  actually  purchased  upon the exercise of such options,  rights or
warrants  actually  exercised.  There will be no  adjustment  under this Section
4(c)(iii) if Common  Stock is issued due to the  exercise of (x) employee  stock
options that were issued to such  employee,  or (y) other  options,  warrants or
rights to subscribe for or purchase that, in any case, are issued at an exercise
or subscription price equal to Per Share Market Value.



                                      B-7
<PAGE>

                        (iv) If, at any time while  Debentures are  outstanding,
the Company distributes to all holders of Common Stock (and not to
holders of Debentures) evidences of Company indebtedness or assets, or rights or
warrants to subscribe for or purchase any security  (excluding those referred to
in Section 4(c)(iii)  hereof),  then, in each such case, the conversion price at
which each Debenture then outstanding  shall thereafter be convertible  shall be
determined by multiplying (A) the Conversion Price in effect  immediately  prior
to the record date fixed for  determination of stockholders  entitled to receive
such  distribution by a fraction,  the numerator of which shall be the Per Share
Market  Value of the Common  Stock  determined  as of the record date  mentioned
above less the then fair market value at such record date of the portion of such
assets or evidence of indebtedness so distributed  applicable to one outstanding
share of Common Stock as  determined by the Board of Directors in good faith and
the denominator of which shall be the Per Share Market Value of the Common Stock
on such record  date;  provided,  however,  that in the event of a  distribution
exceeding ten percent  (10%) of the net assets of the Company,  such fair market
value  shall  be  determined  by  a  nationally  recognized  or  major  regional
investment  banking firm or firm of independent  certified public accountants of
nationally  recognized  standing (which may be the firm that regularly  examines
the financial statements of the Company) (an "Appraiser") selected in good faith
by the  holders of a majority of the  principal  amount of the  Debentures  then
outstanding;  and  provided,  further,  that the Company,  after  receipt of the
determination  by such  Appraiser,  shall have the right to select an additional
Appraiser, in which case such fair market value shall be equal to the average of
the determinations by each such Appraiser.  In either case the adjustments shall
be  described  in a statement  provided  to the Holder and all other  holders of
Debentures of the portion of assets or evidences of  indebtedness so distributed
or such  subscription  rights  applicable  to one  share of Common  Stock.  Such
adjustment shall be made whenever any such distribution is made and shall become
effective  immediately  after the record date mentioned above. The Company shall
pay all fees and expenses of any Appraiser selected under this Section 4(c)(iv).

         (v) All calculations  under this Section 4 shall be made to the nearest
1/1000th of a cent or the nearest  1/1000th of a share,  as the case may be. Any
calculation  equal to or over .005 shall be rounded up to the next cent or share
and any calculation less than .005 shall be rounded down to the previous cent or
share.



                                      B-8
<PAGE>

         (vi) In the event the  conversion  price is not  adjusted  pursuant  to
Section  4(c)(ii) or (v),  within two (2) Business Days following the occurrence
of an event described  therein and, in the case of Section 4c(iv),  within three
(3) Business Days  following the  determination  of the fair market value by the
Appraiser(s),  the Holder  shall have the right to require the Company to redeem
the Debentures at 140% of the Purchase Price and  simultaneously pay such amount
and all accrued  interest and  dividends  to the Holder  pursuant to the written
instructions provided by the Holder. The Company will have two (2) Business Days
to make the  appropriate  adjustment  from the time the Company is provided with
written notice from the Holder of a failure to comply with this Section 4.

         (vii)  Whenever the  Conversion  Price is adjusted  pursuant to Section
4(c)(ii),(iii) or (iv), the Company shall within two (2) Business Days after the
determination  of the new Conversion Price mail and fax (in the manner set forth
in Section 4(j) hereof) to the Holder and to each other holder of Debentures,  a
notice  ("Company  Notice of  Conversion  Price  Adjustment")  setting forth the
Conversion  Price after such  adjustment and setting forth a brief  statement of
the facts requiring such adjustment.

                        (viii)  In case of any  reclassification  of the  Common
Stock, any consolidation or merger of the Company with or into another
person,  the sale or transfer of all or  substantially  all of the assets of the
Company or any compulsory  share exchange  pursuant to which the Common Stock is
converted  into  other  securities,  cash  or  property,  then  each  holder  of
Debentures  then  outstanding  shall have the right  thereafter  to convert such
Debentures  only into the  shares of stock and  other  securities  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
reclassification,  consolidation,  merger,  sale,  transfer  or  share  exchange
(except in the event the property is cash,  then the Holder shall have the right
to  convert  the  Debentures  and  receive  cash in the  same  manner  as  other
stockholders),  and the Holder shall be entitled upon such event to receive such
amount of  securities  or property  as the holder of shares of the Common  Stock
into which such Debentures could have been converted  immediately  prior to such
reclassification,  consolidation, merger, sale, transfer or share exchange would
have been entitled. The terms of any such consolidation,  merger, sale, transfer
or share  exchange  shall  include  such terms so as to  continue to give to the
Holder the right to receive the securities or property set forth in this Section
4(c)(viii)  upon any conversion  following  such  consolidation,  merger,  sale,
transfer or share  exchange.  This provision shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges;



                                      B-9
<PAGE>

                        (ix) If:

                                    (A)     the Company shall declare a dividend
                                            (or any other distribution) on its
                                            Common Stock; or

                                    (B)     the Company  shall declare a special
                                            non-recurring      cash     dividend
                                            redemption of its Common Stock; or

                                    (C)     the  Company  shall   authorize  the
                                            grant to all  holders  of the Common
                                            Stock    rights   or   warrants   to
                                            subscribe for or purchase any shares
                                            of capital  stock of any class or of
                                            any rights; or

                                    (D)     the approval of any  stockholders of
                                            the  Company  shall be  required  in
                                            connection with any reclassification
                                            of the Common  Stock of the  Company
                                            (other   than   a   subdivision   or
                                            combination   of   the   outstanding
                                            shares   of   Common   Stock),   any
                                            consolidation or merger to which the
                                            Company  is a  party,  any  sale  or
                                            transfer of all or substantially all
                                            of the assets of the Company, or any
                                            compulsory  share  exchange  whereby
                                            the Common Stock is  converted  into
                                            other securities,  cash or property;
                                            or

                                    (E)     the  Company  shall   authorize  the
                                            voluntary       or       involuntary
                                            dissolution,      liquidation     or
                                            winding-up  of  the  affairs  of the
                                            Company;




                                      B-10
<PAGE>

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Debentures,  and shall cause to be mailed and faxed
to the Holder and each other holder of the  Debentures  at their last  addresses
and facsimile  number set forth in the  Debenture  Register at least twenty (20)
calendar  days prior to the  applicable  record or  effective  date  hereinafter
specified,  a notice  stating  (x) the date on which a record is to be taken for
the purpose of such dividend,  distribution,  redemption, rights or warrants, or
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distributions,  redemption, rights or
warrants are to be determined,  or (y) the date on which such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or  winding-up is expected to become  effective,  and the date as of which it is
expected  that  holders of Common  Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property  deliverable  upon
such reclassification,  consolidation,  merger, sale, transfer,  share exchange,
dissolution,  liquidation or winding-up;  provided, however, that the failure to
mail such  notice or any defect  therein  or in the  mailing  thereof  shall not
affect the  validity of the  corporate  action  required to be specified in such
notice.

            (d) If at any time  conditions  shall  arise by  reason of action or
failure to act by the Company, which action or failure to act, in the opinion of
the Board of Directors of the Company,  is not  adequately  covered by the other
provisions  hereof and which might materially and adversely affect the rights of
the Holder and all other  holders of Debentures  (different  or  distinguishable
from the effect  generally  on rights of  holders of any class of the  Company's
capital  stock),  the Company shall, at least twenty (20) calendar days prior to
the effective date of such action,  mail and fax a written notice to each holder
of  Debentures  briefly  describing  the action  contemplated,  and an Appraiser
selected  by the  holders of majority  in  principal  amount of the  outstanding
Debentures shall give its opinion as to the adjustment, if any (not inconsistent
with the standards  established  in this Section 4 and the terms of the Purchase
Agreement and the Debentures), of the conversion price (including, if necessary,
any  adjustment as to the  securities  into which  Debentures  may thereafter be
convertible)  and any  distribution  which is or would be  required  to preserve
without  diluting the rights of the holders of  Debentures;  provided,  however,
that the Company,  after receipt of the  determination by such Appraiser,  shall
have the right to select an additional  Appraiser,  in which case the adjustment
shall  be equal to the  average  of the  adjustments  recommended  by each  such
Appraiser. The Company shall pay all fees and expenses of any Appraiser selected
under this Section  4(d).  The Board of Directors of the Company  shall make the
adjustment recommended forthwith upon the receipt of such opinion or opinions or
the  taking  of any such  action  contemplated,  as the  case may be;  provided,
however, that no such adjustment of the conversion price shall be made which, in
the opinion of the Appraiser(s) giving the aforesaid opinion or opinions,  would
result in an increase of the conversion price above the conversion price then in
effect.

            (e) Subject to the terms and limitations set forth in the Debentures
and the Purchase Agreement,  including without limitation,  Sections 4.14, 4.28,
4.29 and 4.30 thereof,  the Company  covenants and agrees that it shall,  at all
times,  reserve and keep  available out of its  authorized  and unissued  Common
Stock solely for the purpose of issuance upon  conversion  of the  Debentures as
herein  provided,  free from  preemptive  rights or any other actual  contingent
purchase  rights of persons  other than the  Holder of the  Debentures,  two (2)
times such number of shares of Common  Stock as shall be issuable  (taking  into
account the  adjustments  and  restrictions  of Section  4(c) and  Section  4(d)
hereof) upon the conversion of the aggregate principal amount of the outstanding
Debentures.  The Company covenants that, subject to the limitations set forth in
this  Section  4(e),  all shares of Common  Stock that  shall be  issuable  upon
conversion  of  the  Debentures  shall,  upon  issuance,  be  duly  and  validly
authorized and issued and fully paid and non-assessable.



                                      B-11
<PAGE>

           (f) No  fractional  shares of Common  Stock shall be issuable  upon a
conversion  hereunder  and the number of shares to be issued shall be rounded up
to the nearest  whole share.  If a  fractional  share  interest  arises upon any
conversion hereunder, the Company shall eliminate such fractional share interest
by issuing to the Holder an additional full share of Common Stock.

            (g) The  issuance of a  certificate  or  certificates  for shares of
Common Stock upon  conversion of the Debentures  shall be made without charge to
the Holder  for any  documentary  stamp or similar  taxes that may be payable in
respect of the  issuance  or  delivery of such  certificate,  provided  that the
Company  shall not be  required to pay any tax that may be payable in respect of
any transfer  involved in the issuance and delivery of any such certificate upon
conversion  in a name other than that of the Holder and the Company shall not be
required  to issue or deliver  such  certificates  unless or until the person or
persons  requesting  the  issuance  thereof  shall have paid to the  Company the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

            (h) The  Debentures  converted  into Common  Stock shall be canceled
upon conversion.

            (i) On the Maturity Date, the  unconverted  principal  amount of the
Debentures  and all interest due thereon shall either be paid off in full by the
Company  or, if payment in full is not  received  within two (2)  Business  Days
after the Maturity Date,  convert  automatically  into shares of Common Stock at
the Conversion Price.

            (j) Each Notice of  Conversion  shall be given by  facsimile  to the
Escrow  Agent no later  than 4:00 pm New York  time on any  Business  Day.  Upon
receipt of such Notice of Conversion, the Escrow Agent shall forward such Notice
of  Conversion to the Company by facsimile by 6:00 p.m. New York time on the day
on which the Escrow Agent  receives the Notice of  Conversion,  at the facsimile
telephone  number and address of the principal place of business of the Company.
Any such notice shall be deemed given and  effective  upon the  transmission  of
such  facsimile  at the  facsimile  telephone  number  specified in the Purchase
Agreement  (with printed  confirmation of  transmission).  In the event that the
Escrow Agent receives the Notice of Conversion  after 4:00 p.m. New York time or
the Company  receives the Notice of Conversion  after 6:00 p.m. New York time on
such  day,  or the  Holder  receives  the  Company  Notice of  Conversion  Price
Adjustment  after 6:00 p.m.  New York time,  any such notice  shall be deemed to
have been given on the next Business Day.

         (h) No  adjustment  under this  Section 4 shall  reduce the  Conversion
Price below $0.001.

            Section  5.  Redemption  of  Debentures.  (a) At any time  after the
Execution  Date,  so long as no Event of Default  has  occurred  and,  if a cure
period is  provided,  has not been cured,  the Company  shall have the option to
redeem any unconverted  amount of the Debentures,  either in part or whole, upon
no less than thirty (30) days written  notice thereof given to the Holder with a
copy to the Escrow  Agent (the  "Redemption  Notice"),  at one  hundred  fifteen
percent (115%) of the unconverted amount of the Debentures plus accrued interest
thereon (the "Redemption Price").  Notwithstanding  anything contained herein to
the contrary,  if the Company decides to redeem the outstanding principal amount
of the  Debenture  under the  second  proviso in the first  sentence  of Section
4(c)(i) of this  Debenture,  the Company shall have three (3) Business Days from
their  decision to redeem the Debenture in order to effectuate the redemption of
such principal amount of the outstanding Debenture.



                                      B-12
<PAGE>

            (b)  Within  three (3)  Business  Days  prior to the date  fixed for
redemption in the  Redemption  Notice,  the Company shall deposit the Redemption
Price by wire transfer to the IOLA account of the Escrow Agent.  Upon receipt of
the Redemption  Price, on such  redemption  date, the Escrow Agent shall release
the Redemption Price to the Holder and return the remaining  Debentures,  Escrow
Shares and Underlying Shares to the Company.

            (c) In the event that the Company  fails to deposit  the  Redemption
Price in the Escrow  Agent's IOLA account  number  within the time  allocated in
Section 5(b) hereof, then the redemption shall be declared null and void.

            Section 6.  Intentionally Omitted.

            Section 7. Absolute  Payment  Obligation;  Limitation on Prepayment.
Except as expressly  provided herein, 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 is a direct
obligation  of the  Company.  This  Debenture  ranks  pari  passu with all other
Debentures now or hereafter issued under the terms set forth herein. The Company
may not prepay any portion of the outstanding principal amount on the Debentures
except in  accordance  with the  Purchase  Agreement  or  Sections  4(c)(i) or 5
hereof.

            Section 8. No Rights of Stockholders.  Except as otherwise  provided
herein or in the Purchase Agreement, this Debenture shall not entitle the Holder
to any  of the  rights  of a  stockholder  of  the  Company,  including  without
limitation,  the right to vote on or consent to any action, to receive dividends
and other distributions,  or to receive any notice of, or to attend, meetings of
stockholders or any other  proceedings of the Company,  unless and to the extent
converted into shares of Common Stock in accordance with the terms hereof.

            Section 9. Loss, Theft, Mutilation or Destruction. If this Debenture
shall be mutilated,  lost,  stolen or  destroyed,  the Company shall execute and
deliver,  in exchange and substitution for and upon  cancellation of a mutilated
Debenture,  or in lieu of or in  substitution  for a lost,  stolen or  destroyed
Debenture,  a new  Debenture  for the  principal  amount  of this  Debenture  so
mutilated,  lost,  stolen or destroyed  but only upon receipt of an affidavit of
such loss,  theft or  destruction  of such  Debenture,  and, if requested by the
Company, an agreement to indemnity the Company in form reasonably  acceptable to
the Company.

            Section 10.  Governing Law. This Debenture  shall be governed by and
construed and enforced in accordance  with the internal laws of the State of New
York without regard to the principles of conflicts of law thereof. Any action to
enforce  the  terms of this  Debenture,  the  Purchase  Agreement  or any  other
Transaction  Document shall be  exclusively  brought in the state and/or federal
courts in the state and county of New York.  Service of process in any action by
the Holder to enforce the terms of this  Debenture may be made by serving a copy
of the summons and complaint,  in addition to any other relevant  documents,  by
commercial  overnight  courier to the  Company at its  address  set forth in the
Purchase Agreement.



                                      B-13
<PAGE>

            Section 11. Notices. Any notice,  request,  demand, waiver, consent,
approval or other  communication  which is required or  permitted to be given to
any party  hereunder  shall be in writing and shall be deemed duly given only if
delivered  to the  party  personally  or sent to the  party  by  facsimile  upon
electronic  confirmation  receipt (promptly followed by a hard-copy delivered in
accordance  with this Section 12) or three days after being mailed by registered
or certified mail (return receipt  requested),  with postage and registration or
certification  fees  thereon  prepaid,  or  if  sent  by  nationally  recognized
overnight  courier,  one day after being  mailed,  addressed to the party at its
address  as set forth in Section  7.3 of the  Purchase  Agreement  or such other
address as may be designated  hereafter by notice given pursuant to the terms of
this Section 11.

            Section  12.  Waiver.  Any waiver by the  Company or the Holder of a
breach of any provision of this  Debenture  shall not operate as or be construed
to be a waiver of any other  breach of such  provision  or of any  breach of any
other provision of this  Debenture.  The failure of the Company or the Holder to
insist  upon  strict  adherence  to any  term of this  Debenture  on one or more
occasions  shall not be  considered  a waiver or deprive that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this Debenture in any other occurrence. Any waiver must be in writing.

            Section 13.  Invalidity.  If any provision of this Debenture is held
to be invalid,  illegal or  unenforceable,  the balance of this Debenture  shall
remain in effect,  and if any provision is held to be inapplicable to any person
or circumstance,  it shall  nevertheless  remain applicable to all other persons
and circumstances.

            Section 14. Payment Dates.  Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall be
made on the next following Business Day.

            Section  15.  Transfer;   Assignment.  This  Debenture  may  not  be
transferred or assigned,  in whole or in part, at any time, except in compliance
by  the  transferor  and  the  transferee  with  applicable  federal  and  state
securities laws.

            Section 16.  Future  Financing.  If, at any time this  Debenture  is
outstanding,  the  Company,  or its  successors  in  interest  due  to  mergers,
consolidations and/or acquisitions (the "Successors-in-Interest"),  is funded an
amount equal to or exceeding Five Million  United States  dollars  ($5,000,000),
the Company or the Successors-in-Interest, as the case may be, agrees to pay the
Purchaser  an  amount  equal to One  Hundred  Fifty  Percent  (150%) of the then
outstanding Debenture (the "Lump Sum Payment").  Upon the Purchaser's receipt of
the Lump Sum Payment, any and all remaining obligations then outstanding between
the Company or the Successors-in-Interest,  as the case may be, and Purchaser in
connection  with  the  Purchase  Agreement  and  this  Debenture  shall  be deem
satisfied,  and the Purchase  Agreement and this Debenture  shall be terminated.
This provision shall survive both Closing and Post-Closing.



                                      B-14
<PAGE>

            Section 17. Fees of  Enforcement.  In the event any Party  commences
legal  action to enforce its rights  under this  Debenture,  the  non-prevailing
party shall pay all reasonable costs and expenses  (including but not limited to
reasonable   attorney's   fees,   accountant's   fees,   appraiser's   fees  and
investigative fees) incurred in enforcing such rights.







                            [Signature Page Follows]



                                      B-15
<PAGE>


            IN WITNESS  WHEREOF,  the Company has caused this  instrument  to be
duly executed by an officer thereunto duly authorized as of the date first above
indicated.



                                    ORANGE SODA, INC.


Attest:                             By: /s/
                                       -----------------------------------------
                                    Name: Jehu Hand
                                    Title: President and Chief Executive Officer

                                      B-16
<PAGE>


                                   APPENDIX I


                              NOTICE OF CONVERSION
                          AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder
in order to Convert the Debentures)

Except as provided by Section 4(b) of the  Debentures,  the  undersigned  hereby
irrevocably  elects to convert  the  attached  Debenture  into  shares of Common
Stock,  par value $0.001 per share (the "Common  Stock"),  of Orange Soda,  Inc.
(the  "Company"),  or, if a Merger (as defined in the  Debenture)  has occurred,
into shares of MP Common  Stock (as defined in the  Debenture)  according to the
provisions  hereof,  as of the date written below. If shares are to be issued in
the  name of a person  other  than  undersigned,  the  undersigned  will pay all
transfer  taxes  payable with respect  thereto and is  delivering  herewith such
certificates  and opinions as reasonably  requested by the Company in accordance
therewith.  A fee of $400 will be charged by the Escrow  Agent to the Holder for
each  conversion.  No other  fees will be  charged  to the  Holder,  except  for
transfer taxes, if any.



                                   -------------------------------------------
                                   Date to Effect Conversion

                                   -------------------------------------------
                                   Principal Amount of Debentures to be
                                   Converted


                                   Interest to be Converted or Paid

                                   -------------------------------------------
                                   Applicable Conversion Price (Pursuant to
                                   Section 4(c)(v))

                                   -------------------------------------------
                                   Number of Shares to be Issued Upon Conversion

                                   -------------------------------------------
                                   Signature

                                   -------------------------------------------
                                   Name

                                   -------------------------------------------
                                   Address

                                      B-17