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                                                                          Exhibit 10.3

                              RESTRUCTURE AGREEMENT

     This RESTRUCTURE  AGREEMENT (this "Agreement"),  dated as of June 15, 2003,
is entered into by and among Americana Publishing,  Inc., a Colorado corporation
("Company"), Advantage Fund I, LLC, ("Advantage").

                               W I T N E S S E T H

     WHEREAS,  on or about  April 1, 2002,  the  investors  named on  Schedule 1
hereto  (the  "Original  Investors")  made  several  loans to the Company in the
principal  aggregate amount of Two Hundred Forty Thousand Dollars  ($240,000) in
the individual amounts set forth on Schedule 1 hereto (the "Loans");

     WHEREAS,  in connection with the Loans,  the Company caused to be issued to
the  Original  Investors  warrants to purchase  shares of the  Company's  Common
Stock,  including  certain  "Class A Warrants,"  certain  "Class B Warrants" and
other warrants (collectively, the "Warrants");

     WHEREAS,  the  Loans and  Warrants  are  evidenced  by  certain  documents,
including  as follows:  12% Senior  Secured  Convertible  Debenture  and Warrant
Purchase  Agreements,   Note  and  Warrant  Purchase   Agreements,   Convertible
Promissory  Notes  (the  "Promissory  Notes"),  12% Senior  Secured  Convertible
Debentures (the  "Debentures"),  the Warrants,  and certain  Registration Rights
Agreements (collectively, the "Financing Documents");

     WHEREAS,  Advantage  has purchased all right and title to the Loans and the
Warrants  from the Original  Investors,  and has obtained  assignments  from the
Original Investors as to the Loans, the Warrants,  and the Financing  Documents,
pursuant to certain purchase  agreements  entered into by and between  Advantage
and the Original Investors (collectively, the "Assignment Agreements");

     WHEREAS,  Company and Advantage have agreed to enter into this  Restructure
Agreement to acknowledge  the Assignment  Agreements,  to amend the terms of the
Loans, and exercise and/or cancel certain Warrants;

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:

A.       REPLACEMENT OF FINANCING DOCUMENTS

     1.  Replacement  Debenture.  All documents  evidencing the Loans are hereby
cancelled,  superseded and replaced in their entirety by the Debenture  attached
hereto as Exhibit A (the  "Replacement  Debenture").  As of June 15,  2003,  the
parties  agree  there is a  compromised  amount  of  $97,195  owing  in  accrued
interest,  penalties,  fees,  liquidated  damages and other  costs and  expenses
incurred and/or accrued.  Accordingly,  the principal  amount of the Replacement
Debenture  reflects the original principal amount of the Loans of $240,000 and a
recapitalization of the foregoing  compromised amount, for a total new principle
amount of $337,195.

     2. Replacement  Registration  Rights  Agreement.  All documents  evidencing
rights of registration  are hereby  cancelled,  superseded and replaced in their
entirety by the Registration  Rights Agreement attached hereto as Exhibit B (the
"Replacement Registration Rights Agreement").

     3. Financing Documents.  As a result of the foregoing,  and pursuant to the
terms and conditions of this  Agreement,  the Financing  Documents,  and each of
them,  are hereby  cancelled  and  rescinded  in their  entirety,  and  replaced
entirely and exclusively by this Agreement and the Exhibits hereto.

B.       WARRANTS

     1. Class A Warrants.  Advantage  hereby  elects to exercise  that number of
Class A Warrants  pursuant to a cashless  exercise  pursuant to Section 4 of the
Class A Warrants  resulting in a net election in the amount of 22,142,848 shares
of restricted  Common Stock of Company (the  "Shares"),  and the Company  hereby
agrees to deliver a certificate  representing the Shares at the Closing (defined
below).

     2.  Subscription  of  Shares.  In  connection  with the  foregoing  warrant
exercise  and  purchase  of the Shares,  Advantage  hereby  makes the  following
representations and warranties to Company:

          2.1.  Advantage  is an  "accredited  investor"  within the  meaning of
     Regulation D under the Securities Act of 1933 (the  "Securities  Act"). The
     undersigned  has received or has had full access to all the  information it
     considers  necessary or appropriate to make an informed investment decision
     with respect to the exercise of the Class A Warrants and acquisition of the
     Shares.  Advantage  has had an  opportunity  to ask  questions  and receive
     answers from the Company regarding the Company's  business,  management and
     financial affairs and the terms and conditions of the Warrant and to obtain
     additional   information   (to  the  extent  the  Company   possessed  such
     information  or could  acquire it without  unreasonable  effort or expense)
     necessary  to verify any  information  furnished to the  undersigned  or to
     which the undersigned had access.

          2.2. Advantage has substantial  experience in evaluating and investing
     in securities in companies  similar to the Company so that it is capable of
     evaluating  the merits and risks of its  investment  in the Company and has
     the capacity to protect its own  interests.  Advantage  understands it must
     bear  the  economic  risk of this  investment  until  the  Shares  are sold
     pursuant to (i) an effective  registration  statement  under the Securities
     Act, or (ii) an exemption from registration becomes available.

          2.3.  Advantage is exercising the Class A Warrants for its own account
     and for investment  only, and not as a nominee or agent and not with a view
     towards or for resale in connection with distribution of the Shares.

          2.4.   Advantage   represents  that  by  reason  of  its,  or  of  its
     management's,  business and  financial  experience,  it has the capacity to
     evaluate  the  merits and risks of its  investment  in the  Company  and to
     protect its own  interests in  connection  with the exercise of the Class A
     Warrants and acquisition of the Shares.

     3.  Cancellation of All Other Warrants.  In consideration of the foregoing,
Advantage  hereby  cancels,  voids and rescinds any and all Class A Warrants not
otherwise  exercised pursuant to paragraph B.2 above, all Class B Warrants,  and
any and all  other  warrants  granted  or issued to the  Original  Investors  or
Advantage.

     4. Proxy. Advantage hereby grants an irrevocable proxy to George Lovato for
a period of 270 days from the date of this Agreement with respect to the Shares.

     5. Indemnity.  All original Warrants,  Debentures and Promissory Notes will
be promptly surrendered to the Company. Advantage hereby agrees to indemnify and
hold  harmless  Company  from and against  any and all claims  asserted by or on
behalf of the Original Investors regarding the Warrants and the Loans.

C.       REGISTRATION RIGHTS

     1. Advantage expressly authorizes and instructs the Company to withdraw the
Form SB-2 Registration Statement filed on July 16, 2002, with the Securities and
Exchange Commission, and waives and releases Company of any liability related to
or arising under any previously existing Registration Rights Agreement.

     2.  Company and  Advantage  shall enter into the  Replacement  Registration
Rights Agreement.

D.       REPRESENTATIONS AND WARRANTIES OF ADVANTAGE

     Advantage hereby represents and warrants to Company that:

     1. The execution, delivery, and performance of this Agreement is within its
company powers, and has been duly authorized by all necessary company action.

     2. Advantage owns all right and title to the Financing Documents, including
specifically the Loans and Warrants, and has full authority to enter into terms,
conditions,  waivers,  and  amendments set forth in this  Agreement,  and in the
attached Exhibits.

E.       CONDITIONS TO CLOSING

     The  satisfaction  of each of the  following  shall  constitute  conditions
precedent to the  effectiveness  of this Agreement and each and every  provision
hereof:

     1. The  representations  and warranties in this Agreement shall be true and
correct in all respects on and as of the date hereof.

     2. This  Agreement  shall have been duly executed by Company and Advantage,
and copies of such signatures shall have been provided to one another.

     3. Company shall have received all original Class A Warrants,  all original
Class B warrants,  and all other such warrants issued to the Original  Investors
as may be in the possession, custody or control of Advantage.

     4. Closing.  Upon confirmation of the foregoing  conditions to closing, the
Company  shall as soon as  practicable  thereafter  issue or cause its  transfer
agent  to issue  certificates  representing  the  Shares  with  the  appropriate
restrictive legends.

F.       MISCELLANEOUS.

     1. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York  without  giving  effect to its  conflicts-of-laws
principles (other than any provisions  thereof validating the choice of the laws
of the State of New York as the governing law).

     2.  The  recitals  set  forth  at  the  beginning  of  this  Agreement  are
incorporated  herein and made a part hereof.  This Agreement,  and the terms and
provisions hereof (including, without limitation, the recitals),  constitute the
entire  agreement  between the Company and  Advantage  pertaining to the subject
matter hereof and  supersedes  any and all prior or  contemporaneous  amendments
relating to the subject matter hereof. Under no circumstances shall prior drafts
of this Agreement be utilized in  interpreting  the rights or obligations of the
parties hereunder or the transactions  contemplated  hereby.  This Agreement has
been prepared  jointly by the parties  hereto and any  uncertainty  or ambiguity
existing herein shall not be interpreted  against either party, but according to
the application of rules of interpretation of contracts,  if such an uncertainty
or ambiguity  exists.  To the extent any terms or provisions  of this  Agreement
conflict with those of the Replacement Debenture or the Replacement Registration
Rights Agreement, the terms and provisions of this Agreement shall control.

     3. This  Agreement  may be executed in any number of  counterparts,  all of
which taken together shall constitute one and the same instrument and any of the
parties  hereto may execute  this  Agreement  by signing  any such  counterpart.
Delivery of an executed  counterpart of this Agreement by telefacsimile shall be
equally as effective  as delivery of an original  executed  counterpart  of this
Agreement.  Any party  delivering an executed  counterpart  of this Agreement by
telefacsimile  also  shall  deliver an  original  executed  counterpart  of this
Agreement, but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.

     4. Company's address for the purpose of delivery of notices is as follows:

                                    Attn: George Lovato
                                    Americana Publishing, Inc.
                                    303 San Mateo NE, Suite 104A
                                    Albuquerque, New Mexico 87108
                                    Fax: (505) 265-0632

         With a copy to:

                                    Attn:  Addison Adams, Esq.
                                    Richardson & Patel LLP
                                    10900 Wilshire Boulevard, Suite 500
                                    Los Angeles, California 90403
                                    Fax: (310) 208-1154

                  Advantage's address for the purpose of delivery of notices is as follows:

                                    Bob Press, President
                                    Knightsbridge Capital
                                    2999 NE 191st Street, Penthouse Two
                                    N. Miami Beach, Florida 33180

     5. This Agreement  cannot be altered,  amended,  changed or modified in any
respect  or  particular  unless  each  such  alteration,  amendment,  change  or
modification  shall have been  agreed to by each of the  parties  and reduced to
writing in its entirety and signed and delivered by each party.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered as of the date first written above.

                                   AMERICANA PUBLISHING, INC.

                                   By:
                                   George Lovato, President

                                   ADVANTAGE FUND I, LLC

                                    By:
                                    Robert Press, President

                                   SCHEDULE 1

                               ORIGINAL INVESTORS

Name                                                                                     Principal Amount

Gulf Coast Advisors, Ltd.                                                                         $25,000
BG Holdings, LLC                                                                                  $75,000
Karim Amiryani                                                                                    $20,000
Tel-Pro Marketing, Inc.                                                                           $20,000
Douglas W. Jordan                                                                                 $10,000
Douglas W. Jordan, CPA, Defined Benefit Pension Plan                                              $15,000
Norman A. Ross                                                                                     $5,000
Vestcom, Ltd.                                                                                     $35,000
Stranco Investments, Ltd.                                                                         $35,000

Total                                                                                            $240,000

                                    EXHIBIT A

                              REPLACEMENT DEBENTURE

                                    EXHIBIT B

                    REPLACEMENT REGISTRATION RIGHTS AGREEMENT
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