AMENDMENT NO. 1 TO CONVERTIBLE DEBENTURE PURCHASE AGREEMENT


      This Amendment No. 1 to the Convertible  Debenture Purchase Agreement (the
"Amendment")  is made and entered  into on this ___ day of April,  2004,  by and
between Orange Soda, Inc., a Delaware corporation (the "Company") and HEM Mutual
Assurance LLC., a limited liability  corporation organized under the laws of the
State of Colorado (the "Purchaser").

RECITALS.

A.    The parties  described above entered into Convertible  Debenture  Purchase
      Agreement  on the 27th day of October,  2003,  a copy of which is attached
      hereto  and  made a  part  hereof  as  Exhibit  A  hereto  (the  "Purchase
      Agreement").

B.    The parties  have  elected to amend the terms of Exhibits  A-3 and K-2 and
      have elected to reduce the amendment to writing as provided for herein.

      Now,  therefore in consideration of the mutual covenants  contained herein
and other good and viable  consideration the receipt and sufficiency of which is
hereby acknowledged, each of the parties agrees as follows:

      1.  Amendement of Purchase  Agreement.  (a) All references in the Purchase
Agreement  to "Exhibit  A-3" shall be read as "Exhibit  A-3a,  Exhibit  A-3b and
Exhibit A-3c".

      (b)   All  references in the Purchase  Agreement to "Exhibit K-2" shall be
            read as "Exhibit K-2a, Exhibit K-2b and Exhibit K-2c".

      (c)   All  references in the Purchase  Agreement to "Note C" shall be read
            as "Note C1, Note C2 and Note C3".

      (d)   All  references  in the Purchase  Agreement  to "First  Debenture C"
            shall be read as references to "First  Debenture C1, First Debenture
            C2 and First Debenture C3".

      (e)   Exhibit  A-3 of the  Purchase  Agreement  is  hereby  replaced  with
            Exhibit B hereto.

      (f)   Exhibit  K-2 of the  Purchase  Agreement  is  hereby  replaced  with
            Exhibit C hereto.

      2. Entire Agreement. This Amendment constitutes the entire agreement among
the parties.  No provision  hereof may be amended,  modified or waived except in
writing,  executed by all parties  hereto.  This Amendment  supercedes all prior
negotiations,  representations and agreements made by and among the parties with
respect to the subject matter referred to above. The illegality of any provision


                                                                          Page 1
<PAGE>


of this  Amendment  shall not  render  any other  provision  hereof  illegal  or
otherwise affect the enforceability of this Amendment.

      3. Binding Effect;  Benefits. This Amendment shall inure to the benefit of
and  shall be  binding  upon the  parties  hereto  and their  respective  heirs,
administrators,  executors,  successors and permitted  assigns.  Nothing in this
Amendment,  express or implied,  is intended to confer on any person  other than
the  parties  hereto  or  their  respective  heirs,  administrators,  executors,
successors  and  permitted  assigns,  any  rights,   remedies,   obligations  or
liabilities.

      4. Governing Law and Jurisdiction.  This Amendment shall be deemed to be a
contract  made  under the laws of the State of New  York,  and for all  purposes
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York applicable to contracts to be made and performed  entirely
within the state and no defense  given or allowed by the laws of any other state
or country shall be interposed in any action or proceeding  herein,  unless such
defense  is also  given or  allowed by the laws of the State of New York and not
waived  hereby.  The  courts  of the  State of New  York  shall  have  exclusive
jurisdiction  over all  controversies or disputes  relating to or arising out of
this   Amendment,   including   without   limitation,   with   respect   to  the
interpretation,  performance or breach of this Amendment. The parties consent to
personal  jurisdiction in the courts of such State and agree that process may be
served upon them in any such action by prepaid  air  courier  with  simultaneous
notice to such parties' counsel herein named, at the address set forth herein or
on the signature page hereto, or in any other manner permitted by New York law.

      5. Headings.  Headings in this  Amendment are for reference  purposes only
and shall not be deemed to have any substantive effect.

      6.  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall be deemed to be one and the same instrument.

      7.  Facsimile  Signatures.  This Amendment may be signed by facsimile copy
and shall be valid and binding upon delivery by facsimile of a signed copy.

                     [SIGNATURE PAGE TO IMMEDIATELY FOLLOW]


                                                                          Page 2
<PAGE>


IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.

                                    Orange Soda, Inc.


                                    By:
                                       ---------------------------
                                    Name:  Steve Careaga
                                    Title: President
                                           -----------------------


                                    HEM MUTUAL ASSURANCE LLC

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


                                                                          Page 3

<PAGE>

                                   EXHIBIT A


                                                                          Page 4


<PAGE>


                                   EXHIBIT B


                                                                          Page 5

<PAGE>


                                   EXHIBIT C


                                                                          Page 6