**EXHIBIT 10.22**
**SECURED CONVERTIBLE DEBENTURE #____**
**$____________________**                                                                                                     Dated____________________
**FOR VALUE RECEIVED**, the undersigned, **BLUE ZONE, INC.**, a Nevada corporation (the“Company”), **HEREBY PROMISES TO PAY**to the order of **F. MICHAEL P. WARREN**(the“Lender”) under the Secured Loan Agreement, dated as of April 27, 2001, amongthe Company and the Lender (as amended, the “Loan Agreement”), the principalsum of _________________________ dollars ($____________________) pursuant to the LoanAgreement, together with interest at the rate of ___________percent (_________%) perannum on any and all principal amounts remaining unpaid hereunder from time to timeoutstanding from the date hereof until said principal amounts are paid in full or this Debenture is converted into CommonStock of the Company as provided in the Loan Agreement. Interest will becalculated on the basis of a year of 365 or 366 days, as the case may be, forthe actual number of days (including the first day but excluding the last day)elapsed. The Company may repay all principal and accrued but unpaid interestunder any Lender’s Debenture at any time from ____________________ until April 27, 2003. On April27, 2003, the Company shall repay all of the principal and accrued but unpaidinterest on all then outstanding Debentures, to the extent the same have notbeen converted into Common Stock of the Company as provided in the LoanAgreement.
     Both principal and interest are due and payable in lawful money of theUnited States of America to the Lender, at the Lender’s address included on thesignature page of the Loan Agreement or another address specified by theLender, on April 27, 2003. The Company may repay all principal hereof andaccrued and unpaid interest hereunder at any time from ____________________ until April 27, 2003.
     This Debenture is entitled to the benefits of and is subject to theprovisions of the Loan Agreement, including but not limited to, provisionsensuring that the Indebtedness represented by this Debenture shall be senior toor pari passu with all other Indebtedness of the Company as therein providedexcept only for provisions set forth therein, for the subordination of theIndebtedness represented hereby to Senior Indebtedness; the conversion of theIndebtedness represented by this Debenture into equity securities of theCompany; acceleration of the maturity of this Debenture upon the happening ofcertain stated events upon the terms and conditions therein specified. TheLoan Agreement, as amended and modified from time to time, is incorporated byreference as if fully set forth herein.
     The price for conversion of this Debenture into Common Stock of theCompany, as provided in the Loan Agreement, is $_______________ per share.
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     Payment of the Indebtedness represented by this Debenture is secured by asecurity interest in substantially all of the assets of the Company as morespecifically described in that certain Security Agreement dated April 27, 2001and the holder of this Debenture is entitled to all the rights and benefitsconferred by such Security Agreement, as amended and modified from time totime, as if fully set forth herein.
     Notwithstanding any other provisions of this Debenture, interest, fees,and other charges payable by reason of the Indebtedness evidenced hereby shallnot exceed the maximum, if any, permitted by any governing law.
     This Debenture is governed by and will be construed according to the lawsof the State of Washington.
     In the event of any litigation, arbitration or court proceeding betweenthe Company and the Lender concerning this Debenture, the prevailing party willbe entitled to reasonable attorneys’ fees and expenses. The Company herebywaives notice, presentment, protest and notice of dishonor.
     **THE SECURITIES EVIDENCED BY THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NOINTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OROTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENTUNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCHTRANSACTION INVOLVING SAID SECURITIES OR (ii) THE COMPANY RECEIVES AN OPINIONOF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES STATING THAT SUCHTRANSACTION IS EXEMPT FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIESITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.**
     **ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEARFROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.**
                                                                               **BLUE ZONE, INC.**
                                                                                By: ______________________________