EXHIBIT 10.10

THIS  SECURED  DEBENTURE,  AND  THE  SECURITIES  INTO  WHICH  IT IS  CONVERTIBLE
(COLLECTIVELY, THE "SECURITIES"),  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"),  OR THE SECURITIES  LAWS OF ANY STATE.  THE
SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER
THE ACT OR PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS
OF THE ACT AND THE  COMPANY  WILL BE PROVIDED  WITH  OPINION OF COUNSEL OR OTHER
SUCH  INFORMATION AS IT MAY REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS
ARE AVAILABLE.


                                SECURED DEBENTURE

                              OXFORD VENTURES, INC.

                        10% SECURED CONVERTIBLE DEBENTURE

                              DUE OCTOBER __, 2007

No. Prenox-001                                                     US$10,000,000

      This Secured  Debenture  (the  "Debenture")  is issued on October __, 2005
(the  "Closing  Date") by  Oxford  Ventures,  Inc.,  a Nevada  corporation  (the
"Company"),  to Prenox, LLC (together with its permitted successors and assigns,
the "Holder")  pursuant to exemptions from registration under the Securities Act
of 1933, as amended, pursuant to a Securities Purchase Agreement,  dated October
__, 2005 (the "Securities  Purchase  Agreement")  among the Company and Buyer(s)
listed on Schedule I thereto.

                                   ARTICLE I.

      SECTION 1.01  PRINCIPAL  AND  INTEREST.  For value  received,  the Company
hereby  promises to pay to the order of the Holder on the date  October __, 2007
("Maturity  Date"),  in lawful  money of the  United  States of  America  and in
immediately   available   funds  the  principal  sum  of  Ten  Million   Dollars
($10,000,000),  together with interest on the unpaid principal of this Debenture
at the rate of ten percent (10%) per year (compounded  monthly) from the date of
this Debenture  until paid. The Company will begin making monthly  interest only
payments on the Note of accrued  interest  every thirty (30) days  following the
Closing  Date.  At the  Holder's  option,  the entire  principal  amount and all
accrued and unpaid interest and the Redemption Premium specified in Section 1.05
hereof  shall be  either  (a) paid to the  Holder  on the  Maturity  Date or (b)
converted in accordance with Section 1.02 herein.


<PAGE>

      SECTION 1.02 OPTIONAL CONVERSION.  The Holder is entitled,  at its option,
to convert,  and sell on the same day, at any time and from time to time,  until
payment in full of this  Debenture,  all or any part of the principal  amount of
the Debenture,  plus accrued interest,  into shares (the "Conversion Shares") of
the Company's common stock, par value $0.001 per share ("Common Stock"),  at the
price per share equal to $1.50 (the "Conversion  Price").  No fraction of shares
or scrip representing fractions of shares will be issued on conversion,  but the
number of shares  issuable  shall be  rounded to the  nearest  whole  share.  To
convert this Debenture,  the Holder hereof shall deliver written notice thereof,
substantially  in the form of  Exhibit  A to this  Debenture,  with  appropriate
insertions  (the  "Conversion  Notice"),  to the Escrow Agent (as defined in the
Securities  Purchase  Agreement)  and the  Company  at its  address as set forth
herein.  The date upon which the conversion  shall be effective (the "Conversion
Date") shall be deemed to be the date set forth in the  Conversion  Notice.  The
Holder has the right to convert this Debenture  after the Maturity Date.  Absent
manifest  error;  the Escrow Agent shall release the shares of Common Stock from
escrow on the third (3rd) business day following the Escrow Agent  notifying the
Company of the  conversion.  Any  conversion  of any portion of the Debenture to
Common Stock shall be deemed to be a pre-payment  of principal  plus accrued and
unpaid interest,  without any penalty,  and shall be credited against any future
payments of principal  and interest in the order that such  payments  become due
and payable.

      Section 1.03. MONTHLY PAYMENTS. The interest so payable will be paid every
thirty (30) days  following the Closing Date.  This  Debenture  ranks pari passu
with all other  Debentures now or hereinafter  issued pursuant to the Securities
Purchase  Agreement.  In the event of  default,  as  described  in Section  3.01
hereunder,  the  Holder may elect  that the  interest  be paid in cash (via wire
transfer or certified funds) or in the form of Common Stock. If paid in the form
of Common Stock, the amount of stock to be issued will be calculated as follows:
the  value of the stock  shall be the  Closing  Bid  Price on:  (i) the date the
interest  payment is due; or (ii) if the interest  payment is not made when due,
the date the interest payment is made. A number of shares of Common Stock with a
value equal to the amount of interest due shall be issued.  No fractional shares
will be issued;  therefore,  in the event that the value of the Common Stock per
share does not equal the total interest due, the Company will pay the balance in
cash.

      The Company shall make monthly scheduled payments  ("Scheduled  Payments")
consisting of principal and accrued interest.  The first Scheduled Payment shall
be due and  payable on the date one hundred  eighty  (180) days from the Closing
Date. After the first Scheduled Payment, each subsequent Scheduled Payment shall
be due and payable on the same day of each  subsequent  calendar month until the
Maturity  Date.  The  principal  amount  of  each  Scheduled  Payment  shall  be
determined by dividing the outstanding  principal amount of this Debenture as of
the date of such Scheduled Payment by the number of Scheduled Payments remaining
until the  Maturity  Date plus a repayment  premium  equal to five  percent (5%)
("Repayment  Premium") of the amount of the principal  payment.  All payments in
respect of the  indebtedness  evidenced hereby shall be made in collected funds,
and shall be applied to  principal,  accrued  interest  and charges and expenses
owing under or in  connection  with this  Debenture  in such order as the Holder
elects,  except  that  payments  shall be  applied to  accrued  interest  before
principal.


                                       2
<PAGE>

      In the event that the Company redeems a portion of the amount  outstanding
under this Debenture,  or the Holder converts a portion of the principal  amount
outstanding and accrued  interest under this Debenture as  contemplated  herein,
the  Company  shall be  entitled  to an off-set of the amount of  principal  and
accrued  interest due pursuant to the  Schedule  Payment  equal to the amount of
principal and accrued interest redeemed or converted (the "Off-Set Amount").  In
such event the Company  shall  still be  obligated  to make a Scheduled  Payment
reduced by the Off-Set Amount as contemplated hereunder.

      During any time that this  Debenture  is held by an  affiliate of Highgate
House  Funds,  Ltd.  (as  defined  in Rule 144  promulgated  under  the Act,  as
amended),  the Company may not redeem this  Debenture  with the  proceeds of the
Standby Equity  Distribution  Agreement  between the Company and Cornell Capital
Partners, LP.

      Section 1.04  RESERVATION OF COMMON STOCK. As set forth in Section 6(c) of
the Securities Purchase Agreement,  the Company shall reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of effecting the conversion of this Debenture,  that number of shares of
Common  Stock  equal to a  multiple  of five (5) times  the  number of shares of
Common  Stock into which the  Debenture is  convertible  from time to time based
upon the Conversion Price. If at any time the Company does not have a sufficient
number of Conversion  Shares  authorized and  available,  then the Company shall
call and hold a special meeting of its  stockholders  within thirty (30) days of
that time for the sole purpose of increasing the number of authorized  shares of
Common Stock.

      Section 1.05 RIGHT OF REDEMPTION. The Company at its option shall have the
right to redeem,  with three (3)  business  days  advance  written  notice  (the
"Redemption Notice"), a portion or all of the outstanding Convertible Debenture.
The redemption price shall be One Hundred Twenty percent (120%) (the "Redemption
Price") of the face amount redeemed plus accrued interest. The Company shall pay
the  Redemption  Price on all payments made prior to a Scheduled  Payment or any
other payment due date.  For all payments under this  Debenture,  the payment of
the Redemption Price by the Company shall be in addition to any accrued interest
due.

      Section 1.06 REGISTRATION RIGHTS. The Company is obligated to register the
resale  of the  Conversion  Shares  under  the Act,  pursuant  to the terms of a
Investor  Registration  Rights  Agreement,  between the Company and the Buyer(s)
listed on Schedule I thereto of even date herewith (the  "Investor  Registration
Rights Agreement").

      Section 1.07 PAYING AGENT AND REGISTRAR.  Initially,  the Company will act
as paying  agent and  registrar.  The  Company  may  change  any  paying  agent,
registrar,  or  Company-registrar  by giving  the  Holder not less than ten (10)
business  days' written  notice of its election to do so,  specifying  the name,
address, telephone number and facsimile number of the paying agent or registrar.
The Company may act in any such capacity.

      Section 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by all
of the  assets  and  property  of the  Company  as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"Security Agreement").


                                       3
<PAGE>

      Section  1.09 THE ESCROW  SHARES.  The Company  shall  deposit  50,000,000
shares of Common Stock with the Escrow Agent as "Escrow Shares." Upon receipt of
the  Conversion  Notice from the Holder,  the Escrow Agent shall  distribute the
Conversion  Shares to  Holder  pursuant  to this  Debenture  and the  Securities
Purchase Agreement including Exhibit F thereto.

                                  ARTICLE II.

      SECTION 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not be
amended.  Notwithstanding  the above,  without the  consent of the  Holder,  the
Debenture may be amended to cure any ambiguity, defect or inconsistency.

                                  ARTICLE III.

      SECTION 3.01 EVENTS OF DEFAULT. An Event of Default is defined as follows:
(a) failure by the Company to pay amounts due hereunder on the Maturity  Date, a
Scheduled  Payment date or  otherwise  after the  expiration  of a seven (7) day
period to cure such failure;  (b) failure by the Company's transfer agent (aside
for reason of error) to issue freely tradeable Common Stock to the Holder within
twelve (12) days of the Company's receipt of the attached Conversion Notice from
Holder;  (c)  failure by the  Company  for ten (10) days  after  notice to it to
comply with any of its other agreements in the Debenture;  (d) failure to comply
with the terms of the Irrevocable Transfer Agent Instructions (as defined in the
Securities  Purchase  Agreement);  (e) if the Company files for relief under the
United States  Bankruptcy Code (the "Bankruptcy  Code") or under any other state
or federal  bankruptcy or insolvency law, or files an assignment for the benefit
of creditors, or if an involuntary proceeding under the Bankruptcy Code or under
any other federal or state bankruptcy or insolvency law is commenced against the
Company;  or (f) a breach by the  Company  of its  obligations  under any of the
Transaction Documents (as defined in the Securities Purchase Agreement) which is
not cured by the Company  within any  allocated  cure period  therein.  Upon the
occurrence of an Event of Default,  the Holder may, in its sole discretion,  (i)
accelerate  full repayment of all debentures  outstanding  and accrued  interest
thereon at the Redemption  Price and/or (ii) convert all debentures  outstanding
and accrued  interest  thereon at twenty  percent  (20%) of the then  Conversion
Price.  The failure of the Company to make Payments due under Section 1.03 shall
also be deemed as an Event of  Default.  Upon an Event of  Default,  the  Escrow
Agent is  authorized  and directed to release the Escrow  Shares to the Buyer if
requested by the Buyer, without approval of the Company.

      SECTION 3.02 FAILURE TO ISSUE  UNRESTRICTED  COMMON STOCK. As indicated in
Section  3.01,  a breach by the Company of its  obligations  under the  Investor
Registration Rights Agreement shall be deemed an Event of Default,  which if not
cured  within  ten (10)  days,  shall  entitle  the  Holder to  accelerate  full
repayment  of all  debentures  outstanding  and  accrued  interest  thereon  or,
notwithstanding   any  limitations   contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon into shares of Common  Stock  pursuant to Section 1.02 herein.
The Company  acknowledges  that failure to honor a Conversion Notice shall cause
irreparable harm to the Holder.


                                       4
<PAGE>

                                  ARTICLE IV.

      SECTION 4.01 RIGHTS AND TERMS OF CONVERSION.  This Debenture,  in whole or
in part,  may be converted at any time following the Closing Date (as defined in
the Securities Purchase Agreement), into shares of Common Stock at a price equal
to the Conversion Price as described in Section 1.02 above.

      SECTION 4.02 RE-ISSUANCE OF DEBENTURE. When the Holder elects to convert a
part of the  Debenture,  then the Company  shall  reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

                                   ARTICLE V.

      SECTION 5.01 ANTI-DILUTION. Adjustment of Conversion Price. The Conversion
Price shall be adjusted from time to time as follows:

            (a)   Adjustment  of  Conversion  Price and  Number  of Shares  upon
Issuance of Common  Stock.  If and whenever on or after the Closing Date of this
Debenture, the Company issues or sells, or is deemed to have issued or sold, any
shares of Common Stock (other than (i) Excluded  Securities (as defined herein),
(ii)  shares of Common  Stock  which are issued or deemed to have been issued by
the Company in connection with an Approved Stock Plan (as defined  herein),  and
(iii) upon the issuance,  exercise or conversion of Other Securities (as defined
herein))  for a  consideration  per  share  less than a price  (the  "Applicable
Price") equal to $1.25 or if the Conversion  Price has previously  been adjusted
pursuant to Section 5.01 hereof, then the Conversion Price in effect immediately
prior to such issuance or sale,  then  immediately  after such issue or sale the
Conversion  Price shall (until  another such issuance or sale) be reduced to the
price equal to the  quotient  derived by dividing (A) an amount equal to the sum
of (X) the product of (a) the Conversion Price on the date immediately  prior to
the  issuance  or sale of such  shares,  multiplied  by (b) the total  number of
shares of Common Stock  outstanding  immediately  prior to such issuance or sale
plus, (Y) the aggregate of the amount of all consideration,  if any, received by
the Company  upon such  issuance or sale,  by (B) the total  number of shares of
Common Stock  outstanding  immediately  after such  issuance or sale;  provided,
however, that in no event shall the Conversion Price be reduced below $.001.

            (b)   Effect on Conversion Price of Certain Events.  For purposes of
determining  the adjusted  Conversion  Price under Section  5.01(a)  above,  the
following shall be applicable:

                  (i)   Issuance  of  Options.  If after  the date  hereof,  the
Company in any manner grants any rights, warrants or options to subscribe for or
purchase Common Stock or convertible securities ("Options") and the lowest price
per share for which one share of Common  Stock is issuable  upon the exercise of
any such Option or upon  conversion  or exchange of any  convertible  securities
issuable upon exercise of any such Option is less than the Conversion Price then
in effect, then such share of Common Stock shall be deemed to be outstanding and
to have been issued and sold by the Company at the time of the  granting or sale
of such  Option  for  such  price  per  share.  For  purposes  of  this  Section
5.01(b)(i),  the lowest  price per share for which one share of Common  Stock is
issuable  upon  exercise of such Options or upon  conversion or exchange of such


                                       5
<PAGE>

convertible  securities  shall  be  equal to the sum of the  lowest  amounts  of
consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting or sale of the Option, upon exercise
of the Option or upon conversion or exchange of any other  convertible  security
other than this  Debenture  issuable  upon  exercise of such Option.  No further
adjustment  of the  Conversion  Price shall be made upon the actual  issuance of
such Common Stock or of such  convertible  securities  upon the exercise of such
Options or upon the actual  issuance of such  Common  Stock upon  conversion  or
exchange of such convertible securities.

                  (ii)  Issuance of  Convertible  Securities.  If the Company in
any manner issues or sells any convertible securities after the Closing Date and
the lowest price per share for which one share of Common Stock is issuable  upon
the  conversion or exchange  thereof is less than the  Conversion  Price then in
effect, then such share of Common Stock shall be deemed to be outstanding and to
have been issued and sold by the Company at the time of the  issuance or sale of
such  convertible  securities for such price per share. For the purposes of this
Section  5.01(b)(ii),  the lowest  price per share for which one share of Common
Stock is issuable upon such  conversion or exchange shall be equal to the sum of
the lowest  amounts of  consideration  (if any)  received or  receivable  by the
Company  with  respect to one share of Common Stock upon the issuance or sale of
the  convertible  security and upon  conversion or exchange of such  convertible
security.  No further  adjustment of the Conversion Price shall be made upon the
actual  issuance  of such  Common  Stock upon  conversion  or  exchange  of such
convertible  securities,  and if any  such  issue  or sale  of such  convertible
securities  is made upon  exercise of any Options  for which  adjustment  of the
Conversion Price had been or are to be made pursuant to other provisions of this
Section 5.01(b),  no further adjustment of the Conversion Price shall be made by
reason of such issue or sale.

                  (iii) Change in  Option  Price or Rate of  Conversion.  If the
purchase price provided for in any Options,  the  additional  consideration,  if
any,  payable  upon  the  issue,  conversion  or  exchange  of  any  convertible
securities, or the rate at which any convertible securities are convertible into
or  exchangeable  for Common Stock changes at any time, the Conversion  Price in
effect at the time of such  change  shall be adjusted  to the  Conversion  Price
which  would have been in effect at such time had such  Options  or  convertible
securities provided for such changed purchase price, additional consideration or
changed  conversion  rate,  as the case may be, at the time  initially  granted,
issued or sold and the number of shares of Common Stock issuable upon conversion
of this  Debenture  shall be  correspondingly  readjusted.  For purposes of this
Section  5.01(b)(iii),  if the terms of any Option or convertible  security that
was  outstanding  as of the Closing  Date of this  Debenture  are changed in the
manner  described in the  immediately  preceding  sentence,  then such Option or
convertible  security  and the  Common  Stock  deemed  issuable  upon  exercise,
conversion  or  exchange  thereof  shall be deemed to have been issued as of the
date of such change.  No  adjustment  pursuant to this Section  5.01(b) shall be
made if such adjustment would result in an increase of the Conversion Price then
in effect.

            (c)   Effect on Conversion Price of Certain Events.  For purposes of
determining the adjusted  Conversion  Price under Sections  5.01(a) and 5.01(b),
the following shall be applicable:


                                       6
<PAGE>

                  (i)   Calculation  of  Consideration  Received.  If any Common
Stock,  Options or  convertible  securities are issued or sold or deemed to have
been  issued or sold for cash,  the  consideration  received  therefore  will be
deemed to be the gross amount received by the Company  therefore.  If any Common
Stock, Options or convertible  securities are issued or sold for a consideration
other than cash, the amount of such  consideration  received by the Company will
be the  fair  value  of such  consideration,  except  where  such  consideration
consists of  marketable  securities,  in which case the amount of  consideration
received by the Company will be the market price of such  securities on the date
of  receipt of such  securities.  If any Common  Stock,  Options or  convertible
securities  are issued to the owners of the  non-surviving  entity in connection
with any merger in which the  Company  is the  surviving  entity,  the amount of
consideration  therefore  will be deemed to be the fair value of such portion of
the net assets and business of the  non-surviving  entity as is  attributable to
such Common Stock,  Options or convertible  securities,  as the case may be. The
fair value of any consideration other than cash or securities will be determined
jointly by the Company and the holders of the  Debenture  representing  at least
two-thirds  of the  shares of  Common  Stock  issuable  upon  conversion  of the
Debenture then outstanding. If such parties are unable to reach agreement within
ten (10)  days  after  the  occurrence  of an  event  requiring  valuation  (the
"Valuation  Event"),  the fair value of such  consideration  will be  determined
within five (5) Business Days after the tenth (10th) day following the Valuation
Event by an independent, reputable appraiser jointly selected by the Company and
the holders of the Debenture  representing at least  two-thirds of the shares of
Common Stock  issuable upon  conversion of the Debenture then  outstanding.  The
determination  of such appraiser shall be final and binding upon all parties and
the fees and  expenses of such  appraiser  shall be borne by the  non-prevailing
party.

                  (ii)  Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto,  the Options will be deemed to
have been issued for a consideration of $.001.

                  (iii) Treasury  Shares.  The number of shares of Common  Stock
outstanding  at any given time does not include  shares  owned or held by or for
the account of the Company,  and the  disposition of any shares so owned or held
will be considered an issue or sale of Common Stock.

                  (iv)  Record  Date.  If the  Company  takes  a  record  of the
holders  of Common  Stock for the  purpose  of  entitling  them (1) to receive a
dividend  or  other  distribution   payable  in  Common  Stock,  Options  or  in
convertible securities or (2) to subscribe for or purchase Common Stock, Options
or convertible  securities,  then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold  upon  the  declaration  of such  dividend  or the  making  of  such  other
distribution  or the  date of the  granting  of such  right of  subscription  or
purchase, as the case may be.

            (d)   Adjustment of Conversion Price upon Subdivision or Combination
of Common  Stock.  If the Company at any time after the date of issuance of this
Debenture  subdivides (by any stock split, stock dividend,  recapitalization  or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
greater number of shares,  any Conversion Price in effect  immediately  prior to
such subdivision  will be  proportionately  reduced.  If the Company at any time


                                       7
<PAGE>

after the date of issuance of this Debenture  combines (by combination,  reverse
stock  split or  otherwise)  one or more  classes of its  outstanding  shares of
Common Stock into a smaller  number of shares,  any  Conversion  Price in effect
immediately  prior to such combination will be  proportionately  increased.  Any
adjustment  under this Section  5.01(d)  shall become  effective at the close of
business on the date the subdivision or combination becomes effective.

            (e)   Distribution  of Assets.  If the Company shall declare or make
any  dividend  or other  distribution  of its assets  (or rights to acquire  its
assets)  to holders of Common  Stock,  by way of return of capital or  otherwise
(including,  without  limitation,  any  distribution  of  cash,  stock  or other
securities,   property   or   options   by  way  of  a   dividend,   spin   off,
reclassification,  corporate  rearrangement  or other  similar  transaction)  (a
"Distribution"), at any time after the issuance of this Debenture, then, in each
such  case any  Conversion  Price in  effect  immediately  prior to the close of
business  on the record  date fixed for the  determination  of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the
close of business on such record date, to a price determined by multiplying such
Conversion  Price by a fraction of which (A) the numerator  shall be the closing
bid price of the Common  Stock on the trading  day  immediately  preceding  such
record date minus the value of the  Distribution (as determined in good faith by
the Company's Board of Directors)  applicable to one share of Common Stock,  and
(B) the  denominator  shall be the closing bid price of the Common  Stock on the
trading day immediately preceding such record date; and

            (f)   Certain Events.  If any event occurs of the type  contemplated
by the  provisions of this Section 5.01 but not  expressly  provided for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's  Board  of  Directors  will  make  an  appropriate  adjustment  in the
Conversion  Price so as to protect the rights of the  holders of the  Debenture;
provided,  except  as set  forth in  Section  5.01(d),  that no such  adjustment
pursuant to this Section 5.01(f) will increase the Conversion Price as otherwise
determined pursuant to this Section 5.01.

            (g)   Notices.

                  (i)   Immediately upon any adjustment of the Conversion Price,
the Company will give written  notice  thereof to the holder of this  Debenture,
setting forth in reasonable  detail,  and  certifying,  the  calculation of such
adjustment.

                  (ii)  The Company  will give  written  notice to the holder of
this  Debenture  at least ten (10) days  prior to the date on which the  Company
closes  its  books  or  takes a  record  (A) with  respect  to any  dividend  or
distribution   upon  the  Common  Stock,  (B)  with  respect  to  any  pro  rata
subscription  offer to holders of Common Stock or (C) for determining  rights to
vote  with  respect  to any  dissolution  or  liquidation,  provided  that  such
information  shall be made known to the public prior to or in  conjunction  with
such notice being provided to such holder.


                                       8
<PAGE>

            (h)   Definitions.

                  (i)   "Approved  Stock Plan" means any  employee  benefit plan
which has been  approved by the Board of Directors  of the Company,  pursuant to
which  the  Company's  securities  may be  issued to any  employee,  officer  or
director for services provided to the Company.

                  (ii)  "Excluded  Securities" means,  provided such security is
issued at a price which is greater  than or equal to the  arithmetic  average of
the Closing Bid Prices of the Common Stock for the ten (10) consecutive  trading
days immediately preceding the date of issuance,  any of the following:  (a) any
issuance by the Company of securities in connection with a strategic partnership
or a joint  venture  (the  primary  purpose  of  which  is not to  raise  equity
capital),  (b) any issuance by the Company of securities as consideration  for a
merger or consolidation or the acquisition of a business,  product,  license, or
other assets of another  person or entity and (c) options to purchase  shares of
Common Stock, provided (I) the issuance of such options (the "Approved Plan") is
to  non-executive  employees  and is limited to 10,000  shares of the  Company's
Common Stock,  and (II) the exercise  price of such options is not less than the
closing bid price of the Common Stock on the date of issuance of such option.

                  (iii) "Other  Securities" means (i) those options and warrants
of the Company issued prior to, and  outstanding  on, the Closing Date, (ii) the
shares of Common  Stock  issuable  on exercise  of such  options  and  warrants,
provided  such options and  warrants are not amended  after the Closing Date and
(iii) the shares of Common Stock issuable upon conversion of this Debenture,  or
otherwise in connection  with this  Debenture or in connection  with the Standby
Equity  Distribution  Agreement of even date herewith by and between the Company
and Cornell Capital Partners, L.P. (the "SEDA").

            (i)   Nothing in this Section 5.01 shall be deemed to authorize  the
issuance of any securities by the Company in violation of Section 5.02.

      SECTION  5.02 CONSENT OF HOLDER TO SELL  CAPITAL  STOCK OR GRANT  SECURITY
INTERESTS.  Except for  securities  issued under the SEDA, so long as any of the
principal of or interest on this Debenture  remains unpaid and unconverted,  the
Company shall not, without the prior consent of the Holder (i) issue or sell any
Common Stock or Preferred Stock without consideration or for a consideration per
share  less  than its fair  market  value  determined  immediately  prior to its
issuance,  (ii)  issue or sell any  Preferred  Stock,  warrant,  option,  right,
contract,  call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without  consideration or for a consideration  per
share less than such Common  Stock's  fair market value  determined  immediately
prior to its  issuance,  (iii) enter into any security  instrument  granting the
holder a security interest in any of the assets of the Company, or (iv) file any
registration  statement on Form S-8, except that such Form S-8 relates solely to
an Approved  Plan and provided  that such Form S-8 is not filed prior to 90 days
following the  effectiveness  of the  Registration  Statement  referenced in the
Investor Registration Rights Agreement.

      Section 5.03 Not withstanding Section 5.02 above, the Company may, without
obtaining  the prior  written  consent of the  Holder,  issue or sell  shares of
Common  Stock or  Preferred  Stock  for a  consideration  of up to 20% below the
closing  bid  price of the  Common  Stock  determined  immediately  prior to its
issuance, provided that 50% of the net proceeds of any such issuance are used to
redeem amounts outstanding under this Debenture.


                                       9
<PAGE>

                                  ARTICLE VI.

      SECTION 6.01 NOTICE. Notices regarding this Debenture shall be sent to the
parties at the following  addresses,  unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:        Oxford Ventures, Inc.
                              4655 East Ivy Street, Suite 101
                              Mesa, Arizona 85215
                              Attention: Daniel Leonard
                              Telephone: (402) 681-4635
                              Facsimile: (402) 763-9511

With a copy to:               Gottbetter & Partners, LLP
                              488 Madison Avenue
                              New York, NY 10022
                              Attention: Adam Gottbetter, Esq.
                              Telephone: (212) 400-6900
                              Facsimile: (212) 400-6901

If to the Holder:             Prenox, LLC
                              623 Fifth Avenue, 32nd Floor
                              New York, NY 10022
                              Telephone: (212) 756-8045
                              Facsimile: (212) 756-1480


      SECTION  6.02  GOVERNING  LAW.  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 Buyers 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.

      SECTION 6.03 SEVERABILITY. The invalidity of any of the provisions of this
Debenture shall not invalidate or otherwise  affect any of the other  provisions
of this Debenture, which shall remain in full force and effect.


                                       10
<PAGE>

      SECTION 6.04 ENTIRE  AGREEMENT AND AMENDMENTS.  This Debenture  represents
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof  and there are no  representations,  warranties  or  commitments,
except as set forth herein.  This Debenture may be amended only by an instrument
in writing executed by the parties hereto.

      SECTION  6.05  COUNTERPARTS.  This  Debenture  may be executed in multiple
counterparts,  each of which  shall be an  original,  but all of which  shall be
deemed to constitute on instrument.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       11
<PAGE>

      IN  WITNESS  WHEREOF,  with the  intent to be legally  bound  hereby,  the
Company as executed this Debenture as of the date first written above.

                                OXFORD VENTURES, INC.

                                By: /s/ Daniel Leonard
                                    --------------------------------------------
                                    Name:  Daniel Leonard
                                    Title: President and Chief Executive Officer


                                       12
<PAGE>

                                    EXHIBIT A

                              NOTICE OF CONVERSION

        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)

TO:

      The undersigned hereby irrevocably elects to convert $____________________
of the principal  amount of the above  Debenture  into Shares of Common Stock of
Oxford Ventures,  Inc.,  according to the conditions  stated therein,  as of the
Conversion Date written below.

CONVERSION DATE:                          ______________________________________
APPLICABLE CONVERSION PRICE:              ______________________________________
SIGNATURE:                                ______________________________________
NAME:                                     ______________________________________
ADDRESS:                                  ______________________________________
AMOUNT TO BE CONVERTED:                   $_____________________________________
AMOUNT OF DEBENTURE UNCONVERTED:          $_____________________________________
CONVERSION PRICE PER SHARE:               $_____________________________________
NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED:                                   ______________________________________
PLEASE ISSUE THE SHARES OF COMMON STOCK
IN THE FOLLOWING NAME AND TO THE
FOLLOWING ADDRESS:                        ______________________________________
ISSUE TO:                                 ______________________________________
AUTHORIZED SIGNATURE:                     ______________________________________
NAME:                                     ______________________________________
TITLE:                                    ______________________________________
PHONE NUMBER:                             ______________________________________
BROKER DTC PARTICIPANT CODE:              ______________________________________
ACCOUNT NUMBER:                           ______________________________________


                                      A-1