Exhibit 4.2

THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION  D  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"ACT").  THE SECURITIES ARE  "RESTRICTED"  AND MAY NOT BE OFFERED OR SOLD UNLESS
THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO  REGULATION  D 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. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.

                                SECURED DEBENTURE

                               BIB HOLDINGS, LTD.

                            5% Convertible Debenture

                               Due January 7, 2007

No.  ___                                                                $300,000

      This Debenture is issued by BIB Holdings,  Ltd., a Nevada corporation (the
"Company"),  to  Cornell  Capital  Partners,  LP  (together  with its  permitted
successors and assigns,  the "Holder")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

      Section 1.01  Principal and Interest.  For value  received,  on January 7,
2004,  the Company  hereby  promises to pay to the order of the Holder in lawful
money of the United  States of America and in  immediately  available  funds the
principal sum of three hundred  thousand  dollars (US  $300,000),  together with
interest on the unpaid  principal of this  Debenture at the rate of five percent
(5%) per year  (computed  on the basis of a  365-day  year and the  actual  days
elapsed) from the date of this  Debenture  until paid. At the Company's  option,
the entire principal amount and all accrued interest shall be either (a) paid to
the  Holder on the third  (3rd)  year  anniversary  from the date  hereof or (b)
converted in accordance with Section 1.02 herein.

      Section 1.02 Optional Conversion.  The Holder is entitled,  at its option,
to convert,  and sell on the same day,  every five (5) business  days, for sixty
(60) calendar days from the date hereof,  up to Fifty Thousand Dollars ($50,000)


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of the principal  amount of the Debenture,  plus accrued  interest,  into shares
(the  "Conversion  Shares") of the Company's  common stock,  par value $.001 per
share  ("Common  Stock"),  after sixty (60) calendar days from the date here of,
the Holder is  entitled,  at its option,  to convert,  and sell on the same day,
every five (5) business days, up to One Hundred Thousand  Dollars  ($100,000) of
the principal amount of the Debenture,  plus accrued  interest,  into Conversion
Shares of the  Company's  Common  Stock.  Notwithstanding  the  foregoing  if at
anytime the Closing Bid Price of the Company's  Common Stock is above Forty Five
Cents ($0.45) the Holder shall be entitled to convert,  at its option,  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 Conversion Shares of the Company's Common Stock without
limitation.  Such conversions of this Convertible Debenture, as described above,
shall be at the price per share (the "Conversion  Price") equal to the lesser of
(a) an amount equal to one hundred twenty (120%) of the closing bid price of the
Common Stock as listed on a Principal Market (as defined  herein),  as quoted by
Bloomberg L.P. (the "Closing Bid Price") as of the date hereof, or (b) an amount
equal to eighty percent (80%) of the lowest Volume Weighted Average Price of the
Common Stock for the five (5) trading days immediately  preceding the Conversion
Date  (as  defined   herein),   as  quoted  by  Bloomberg   L.P.  (the  "VWAP").
Subparagraphs  (a) and (b) above are  individually  referred to as a "Conversion
Price". As used herein,  "Principal Market" shall mean The National  Association
of Securities Dealers Inc.'s  Over-The-Counter  Bulletin Board,  Nasdaq SmallCap
Market,  or  American  Stock  Exchange.  If the Common  Stock is not traded on a
Principal  Market,  the Closing Bid Price shall mean,  the reported  Closing Bid
Price  for the  Common  Stock,  as  furnished  by the  National  Association  of
Securities  Dealers,  Inc., for the applicable periods. 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 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.

      Section 1.03  Reservation  of Common Stock.  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,  such number of
shares of Common Stock as shall from time to time be  sufficient  to effect such
conversion, 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 sixty
(60)  days of that  time  for the sole  purpose  of  increasing  the  number  of
authorized shares of Common Stock.

      Section 1.04 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 outstanding  convertible  debenture.  The
redemption  price  shall be one  hundred  fifteen  percent  (115%) of the amount
redeemed plus accrued interest.

      In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture,  the Holder shall receive a warrant to purchase fifty
thousand  (50,000)  shares of the  Company's  Common Stock for every One Hundred


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Thousand  Dollars  ($100,000)  redeemed,  pro rata.  (the "Warrant") The Warrant
shall be exercisable on a "cash basis" and have an exercise price of one hundred
twenty percent (120%) of the Closing Bid Price of the Company's  Common Stock on
the Closing Date.  The shares  underlying  the Warrant  shall have  "piggy-back"
registration rights and shall survive for two (2) years from the Closing Date.

      Section 1.05 Registration Rights. The Company is obligated to register the
resale of the  Conversion  Shares under the  Securities Act of 1933, as amended,
pursuant to the terms of a Registration  Rights  Agreement,  between the Company
and  the  Holder  of even  date  herewith  (the  "Investor  Registration  Rights
Agreement").

      Section 1.06  Interest  Payments.  The interest so payable will be paid at
the time of maturity or conversion to the person in whose name this Debenture is
registered.  At the time such  interest  is  payable,  the  Holder,  in its sole
discretion,  may elect to receive  the  interest  in cash (via wire  transfer or
certified  funds) or in the form of Common  Stock.  In the event of default,  as
described in Article III 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.

      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.

            (a) 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")  as well a 3.46 acre parcel of land located at PA Station
Rt.  940 in  Tobyhanna  Township,  Pennsylvania  as set  forth  in the  recorded
mortgage  dated the date  hereof (the  "Mortgage")  and  provided  proof of such
filing to  theHolder.  As set forth in the Security  Agreement and the Mortgage,
Holder's  security  interest  and  shall  terminate  upon the  occurrence  of an
Expiration Event as defined in the Security Agreement and the Mortgage.

                                  ARTICLE II.

      Section 2.01  Amendments  and Waiver of Default.  The Debenture may not be
amended without the consent of the Holder.  Notwithstanding  the above,  without
the consent of the Holder,  the Debenture may be amended to cure any  ambiguity,
defect or inconsistency, to provide for assumption of the Company obligations to
the Holder or to make any change  that does not  adversely  affect the rights of
the Holder.


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                                  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 within fifteen (15) days
of the date of maturity of this Debenture;  (b) failure by the Company to comply
with the terms of the Irrevocable  Transfer Agent  Instructions  attached to the
Securities  Purchase  Agreement;  (c) failure by the Company's transfer agent to
issue freely  tradeable  Common Stock to the Holder  within ten (10) days of the
Company's receipt of the attached Notice of Conversion from Holder;  (d) failure
by the  Company  for ten (10) days after  notice to it to comply with any of its
other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a
breach by the Company of its obligations under the Securities Purchase Agreement
or the Investor  Registration Rights Agreement which is not cured by the Company
within ten (10) days after receipt of written notice thereof.

      Section 3.02 Failure to Issue  Unrestricted  Common Stock. As indicated in
Article III 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 of receipt of Holder's written notice of
such Event of Default,  shall entitle the Holder to accelerate full repayment of
all  debentures   outstanding  and  accrued   interest   thereon.   The  Company
acknowledges   that  failure  to  honor  a  Notice  of  Conversion  shall  cause
irreparable harm to the Holder.

                                  ARTICLE IV.

      Section  4.01  Rights  and Terms of  Conversion.  This  Debenture,  may be
converted 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 Notice of Conversion attached hereto as Exhibit
A shall be attached this  Debenture  reflecting  the new  outstanding  principal
amount .

      Section 4.03  Termination  of  Conversion  Rights.  The Holder's  right to
convert the Debenture  into the Common Stock in accordance  with  paragraph 4.01
shall  terminate on the date that is the third (3rd) year  anniversary  from the
date hereof and this Debenture shall be automatically  converted on that date in
accordance  with  the  formula  set  forth  in  Section  4.01  hereof,  and  the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

      Section  5.01  Anti-dilution.  In the event that the Company  shall at any
time subdivide the  outstanding  shares of Common Stock,  or shall issue a stock
dividend  on the  outstanding  Common  Stock,  the  Conversion  Price in  effect
immediately  prior to such subdivision or the issuance of such dividend shall be
proportionately  decreased,  and in the event that the Company shall at any time
combine the outstanding  shares of Common Stock,  the Conversion Price in effect
immediately  prior  to such  combination  shall  be  proportionately  increased,
effective at the close of business on the date of such subdivision,  dividend or
combination as the case may be.

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      Section  5.02 Consent of Holder to Sell  Capital  Stock or Grant  Security
Interests.  Except for the Standby  Equity  Distribution  Agreement and the debt
financing  disclosed to the Holder in Schedule 4(m) of the  Securities  Purchase
Agreement  both of which are dated the date  hereof and  between the Company and
Cornell Capital Partners,  LP. so long as any of the principal of or interest on
this Note remains  unpaid and  unconverted,  the Company shall not,  without the
prior  consent of the Holder,  issue or sell (i) any Common  Stock or  Preferred
Stock  without  consideration  or for a  consideration  per share  less than its
volume  weighted  average  price,  as  quoted  by  Bloomberg,   LP,   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,  other  than  with  regard to the  Company's  accounts  receivable  and
inventory  or (iv)  file any  registration  statement  on Form S-8 for more than
seven million five hundred thousand  (7,500,000)  shares of the Company's Common
Stock,  except for five hundred thousand  (500,000) shares of Common Stock being
issued to Jeffrey Kaplan and two million five hundred  thousand  (2,500,000) for
bona fide employee stock option plans.

                                  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:             BIB Holdings, Ltd.
                                   7409 Oak Grove Avenue
                                   Las Vegas, NV 89117
                                   Attention:    Mark Binder
                                   Telephone:    (702) 243-8809
                                   Facsimile:    (702) 243-2686

With a copy to:                    Sichenzia Ross Friedman Ference LLP
                                   1065 Avenue of the Americas
                                   New York, NY 10018
                                   Attention:    Gregory Sichenzia, Esq.
                                   Telephone:    (212) 981-6768
                                   Facsimile:    (212) 930-9725

If to the Holder:

With a copy to:                    Butler Gonzalez LLP
                                   1000 Stuyvesant Avenue - Suite 6
                                   Union, NJ 07083
                                   Attention:    David Gonzalez, Esq.
                                   Telephone:    (908) 810-8588
                                   Facsimile:    (908) 810-0973


<Page>

      Section 6.02  Governing  Law.  This  Debenture  shall be deemed to be made
under and shall be construed in accordance  with the laws of the State of Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the  jurisdiction of the U.S.  District Court sitting in the
District  of the State of New  Jersey  or the  state  courts of the State of New
Jersey  sitting in Hudson  County,  New Jersey in  connection  with any  dispute
arising under this Debenture and hereby waives,  to the maximum extent permitted
by law, any objection,  including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.

      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.

      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.


<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.

                                            BIB HOLDINGS, LTD.

                                            By:/s/ Gail Binder
                                               ---------------------------
                                            Name:  Gail Binder
                                            Title: Chief Executive Officer