SCHEDULE "A"

                          CENTRAXX, INC.
                     8% CONVERTIBLE DEBENTURE

                        DUE -------, 2004

    Centraxx, Inc. (herein call the "Corporation"), FOR VALUE RECEIVED,
hereby acknowledges itself indebted and promises to pay to FRANKOPAN & CO.
INC. (the "Holder") on -------, 2004, or on such earlier date as the principal
amount hereof becomes payable in accordance with the provisions hereof,  the
principal amount of   --------   DOLLARS ($------ ) in lawful money of the
United States of America upon presentation and surrender of this Debenture, at
the registered office of the Corporation, and to pay interest on such
principal amount in like money at the rate of eight percent (8%) per annum
compounded annually, which interest shall accrue and be calculated quarterly,
not in advance on the outstanding principal amount of this Debenture and
accrued interest from time to time from and including the date hereof and
shall be payable on the earlier of the same time as the principal amount may
be paid or payable and -------, 2001 both after as well as before maturity,
default and judgment with interest  on overdue interest at the same rate,
until paid in full.  Thereafter, interest shall accrue and be paid quarterly
on the last day of the month of March, June, September and December in each
year.

    This Debenture is one of a series of like debentures of the Corporation
issued and to be issued evidencing a principal amount not exceeding in
aggregate TWO MILLION UNITED STATES DOLLARS ($2,000,000 U.S.)  and having
attached thereto the Terms and Conditions attached to and forming part of this
Debenture.  All debentures of the said series are to rank pari passu according
to their tenor without discrimination, preference or priority.

    This Debenture is subject to the terms and conditions attached hereto
and forming part of this Debenture.

    The Holder shall execute and deliver the Confidentiality Undertaking
attached hereto as a condition of this Debenture.  This Debenture is subject
to the terms of a letter agreement dated May 13, 1999 between the Corporation
and Frankopan & Co. Inc.

    IN WITNESS WHEREOF the Corporation has caused this Debenture to be
sealed with its corporate seal and to be signed by its duly authorized
officers in that respect this -------- day of May, 1999.

                                                        CENTRAXX

                             Per:
                                  (Duly Authorized Officer)

                             Per:
                                  (Duly Authorized Officer)

    THESE ARE THE TERMS AND CONDITIONS REFERRED TO IN THE FOREGOING
    DEBENTURE


1.       Interpretation

    1.1  Definitions

         Where used in this Debenture, the following words and phrases
         shall, unless there is something in the context otherwise
         inconsistent therewith, have the following meanings:

         1.1.1     "Accounts", "Chattel Paper","Documents of Title",
                   "Equipment","Goods", "Instrument",
                   "Intangible","Inventory",
                   "Money", "Proceeds" and "Security" have the meanings given
                   to them in the PPSA.

         1.1.2     "Books and Records" means all books, records, files,papers,
                   disks, documents and other repositories of data recording
                   in any form or medium, evidencing or relating to the
                   Collateral which are at any time owned by the Corporation
                   or to which the Corporation (or any Person on the
                   Corporation's behalf) has access.

         1.1.3     "business day" means a day other than a Saturday, Sunday,
                   statutory holiday or any other day on which the Main Branch
                   of Royal Bank of Canada in Toronto is closed.

         1.1.4     "close of business" means 5:00 o'clock in the afternoon
                   (Toronto time).

         1.1.5     "Collateral" means all of the present and future
                   undertaking, Personal Property of the Corporation and all
                   Proceeds thereof, wherever located.

         1.1.6     "Conversion Price" means the dollar amount for which each
                   Share may be issued from time to time upon the conversion
                   of the Debenture in accordance with Section 4.

         1.1.7     "Debenture" means the debentures of the Corporation issued
                   by the Corporation in this series of like debentures and
                   designated as a "8% Convertible Debenture" and for the time
                   being outstanding.

         1.1.8     "director" means a director of the Corporation for the time
                   being and "directors" or "board of directors" means the
                   board of directors of the Corporation or, if duly
                   constituted and empowered, the executive committee of the
                   board of directors of the Corporation for the time being,
                   and reference, without further elaboration, to action by
                   the directors means action by the directors of the
                   Corporation as a board or action taken by the said
                   executive committee as such committee;

         1.1.9     "herein", "hereto", "hereunder", "hereof", "hereby" and
                   similar expressions mean or refer to these conditions of
                   the Debenture and not to any particular Section, clause,
                   subclause, subdivision or portion hereof, and the
                   expressions "Section, "clause", and "subclause" followed by
                   a number or a letter mean and refer to the specified
                   Section, clause or subclause hereof;

         1.1.10    "holder", "registered holder", or "debenture holder"
                   means initially Frankopan & Co. Inc. or any other
                   person or persons from time to time being entered in
                   the register or registers hereinafter mentioned as
                   holders of this Debenture;

         1.1.11    "Liabilities" means all present and future
                   indebtedness, liabilities and obligations of the
                   Corporation to the Holder hereunder.

         1.1.12    "Obligations" means the Liabilities and all covenants,
                   agreements and obligations of the Corporation to the
                   Holder hereunder.

         1.1.13    "PPSA" means the Personal Property Security Act(Ontario),
                 (or such legislation providing for security
                   on personal property in any jurisdiction in which
                   Collateral is located from time to time) as such
                   legislation may be amended, renamed or replaced from
                   time to time (and includes all regulations from time
                   to time made under such legislation).

         1.1.14    "Permitted Encumbrances" means those security
                   interests or other encumbrances particularized in
                   Schedule "A" to this Debenture;

         1.1.15    "Person" means an individual, a partnership, a
                   corporation, a trust, an unincorporated organization,
                   a government or any department or agency thereof and
                   the heirs, executors, administrators or other legal
                   representatives of an individual and words importing
                   persons have a similar meaning.

         1.1.16    "Purchase Money Mortgage" means any mortgage or other
                   encumbrance securing any indebtedness in respect of
                   the purchase price of property acquired by the
                   Corporation or a Subsidiary after the date hereof
                   which is assumed or incurred to provide a portion of
                   such purchase price, which is limited to the property
                   acquired in the transaction or real property on which
                   fixed improvements are installed or construction in
                   connection with which such indebtedness was incurred
                   or assumed and which is created, issued or assumed
                   substantially concurrently with the acquisition of
                   such property, including, without limitation, a
                   finance lease and any mortgage or encumbrance issued
                   by the Corporation or a Subsidiary which extends,
                   renews, refunds or replaces any such mortgage or
                   encumbrance provided that amount of the indebtedness
                   which is secured is not increased as a result of such
                   extension, renewal, refund or replacement and does not
                   exceed the original amount secured.

         1.1.17    "Security Interest" means any mortgage, charge,
                   pledge, hypothecation, lien (statutory or otherwise),
                   assignment, title retention agreement or arrangement,
                   security interest or other encumbrance under this
                   Debenture or under any other security agreement or
                   arrangement creating in favour of any creditor a right
                   in respect of a particular property.

         1.1.18    "Shares" means fully paid and non-assessable common
                   shares in the capital of the Corporation as
                   constituted on the date hereof; provided that in the
                   event of a change, reclassification, subdivision,
                   reduction or consolidation thereof, or successive such
                   changes, reclassifications, subdivisions, reductions
                   or consolidations, then, subject to adjustments, if
                   any, having been made in accordance with the
                   provisions of clause 4.3, "Shares" shall thereafter
                   mean the shares resulting from such change,
                   reclassification, subdivision, reduction or
                   consolidation; and

         1.1.19    "Subsidiary" means, with respect to any person, any
                   corporation of which more than fifty percent (50%) of
                   the outstanding voting shares (or a lesser percentage
                   of shares accompanied by the right to elect a majority
                   of the directors of the corporation) are beneficially
                   owned for the time being, directly or indirectly, by
                   or for that person or by or for one or more
                   Subsidiaries of that person and includes any
                   corporation in like relation to a Subsidiary, but
                   shall not include any corporation which is operated
                   jointly with a local shareholder for the purpose of
                   developing the business of the corporation in a
                   specific territory.

    1.2  Gender, etc.

         Words importing the singular number only include the plural and
         vice versa and words importing any gender include all genders.

    1.3  Currency

         All dollar amounts referred to herein shall be in lawful money of
         the United States of America.

    1.4  Headings

         The division of this Debenture into Sections, clauses, subclauses
         or other subdivisions and the insertion of headings are for
         convenience of reference only and shall not affect the
         construction or interpretation hereof.

    1.5  Business Day

         In the event that any date upon which any principal or interest is
         payable by the Corporation, or upon or by which any other action
         is required to be taken by the Corporation hereunder is not a
         business day, then such principal or interest shall be payable or
         such other action shall be required to be taken on or by the next
         succeeding day which is a business day.


2.  Prepayment and Security Interest

    2.1  Prepayment

         The Corporation shall have the right to prepay, in whole or part,
         first the accrued interest, and secondly the outstanding principal
         of all Debentures outstanding from time to time.  Prepayments
         shall be in a minimum amount of Fifty Thousand United States
         Dollars ($50,000 U.S.) or in multiples thereof.  Prepayments may
         only be made on ten (10) days prior written notice within which
         time the Holder shall have the option to exercise its right to
         convert all or part of the amount to be prepaid to common shares
         pursuant to Section 4.

    2.2  Grant

         As general and continuing collateral security for the due payment
         and performance of the Obligations, the Corporation:

         2.2.1     mortgages, charges and assigns and grants to the Holder a
                   first priority security interest in the Collateral, subject
                   to the Permitted Encumbrances; and

         2.2.2     charges as and by way of a floating charge the whole of the
                   undertaking of the Corporation.

    2.3  Limitations on Grant of Security Interest

         The Security Interests created by this Debenture do not extend to
         the last day of the term of any lease for any leasehold property.
         Such last day will be held by the Corporation in trust for the
         Holder and, on the exercise by the Holder of any of its rights
         under this Debenture following Default, will be assigned by the
         Corporation as directed by the Holder.

    2.4  Attachment:  No Obligation to Advance

         The Corporation confirms that value has been given by the Holder
         to the Corporation, that the Corporation has rights in the
         Collateral (other than after-acquired property) and that the
         Corporation and the Holder have not agreed to postpone the time
         for attachment of the Security Interests created by this Debenture
         to any of the Collateral.  The Security Interests created by this
         Debenture will have effect and be deemed to be effective whether
         or not the Liabilities or any part thereof are owing or in
         existence before or after or upon the date of this Debenture.


3.  Transfers and Exchanges

    3.1  Register

         The register for the transfer and registration of Debentures will
         be kept at the registered office of the Corporation in Toronto,
         Ontario.  Upon presentation and surrender at the registered office
         of the Corporation, Debentures in any denominations may be
         exchanged for Debentures in any other authorized denominations of
         the same aggregate principal amount and Debentures accompanied by
         a proper instrument of transfer or assignment may be transferred
         by the registered holder in person or by attorney duly appointed
         in writing, in which case a new Debenture registered in the name
         of the transferee will be issued.

    3.2  No Right of Set-Off

         The registered holder for the time being of any Debenture shall be
         entitled to the principal moneys evidenced by such instrument,
         free from all equities or rights of set-off or counter-claim
         between the Corporation and the original or any intermediate
         holder thereof, and all persons may act accordingly and a
         transferee of a Debenture shall, after the appropriate form of
         transfer is lodged with the Corporation and upon compliance with
         the provisions hereof and all other reasonable conditions, be
         entitled to be entered on the register as the owner of such
         Debenture free from all equities or rights of set-off or
         counter-claim between the Corporation and the transferor or any
         previous holder thereof, save in respect of equities of which the
         Corporation is required to take notice by statute or by order of a
         court of competent jurisdiction.

     3.3  Replacement of Debentures

          If any Debenture is mutilated, lost, destroyed or stolen, it may
          be replaced at the registered office of the Corporation in
          Toronto, Ontario on payment by the claimant of such costs as may
          be incurred in connection therewith and on such terms as to
          evidence, indemnity and otherwise as the Corporation may require.
          A mutilated Debenture must be surrendered before a new Debenture
          will be issued.

4.   Conversion

          4.1  Conversion Privilege and Conversion Price

               4.1.1     Upon and subject to the provisions and conditions of
                         this Section 4, the holder of a Debenture shall have
                         the right, at his option, to convert, at any time and
                         from time to time the whole or any part of the
                         principal amount of a Debenture and accrued interest
                         into Shares at the Conversion Price in effect on the
                         Date of Conversion (as defined in clause 4.2.2).

               4.1.2     For each Share to be issued upon the conversion of
                         this Debenture, the Conversion Price, subject to
                         adjustment in the manner provided in clause 4.3,
                         shall be Two United States Dollars ($2.00 U.S.).

          4.2  Conversion Procedure for Optional Conversion

               4.2.1     The holder of a Debenture desiring to convert such
                         Debenture shall surrender this Debenture to the
                         Corporation at its registered office from time to
                         time, together with the conversion form attached to
                         this Debenture or any other proper written notice, in
                         either case duly executed by the registered holder or
                         his legal representatives or his attorney duly
                         appointed by a proper instrument in writing,
                         exercising his right to convert the Debenture or a
                         stated portion thereof in accordance with the
                         provisions of this Section.  The holder of the
                         Debenture shall also specify the name or names, with
                         addresses in which the certificate or certificates
                         representing the Shares issuable upon conversion
                         shall be registered.  Thereupon and subject to
                         payment of all applicable transfer taxes and
                         compliance with all reasonable requirements of any
                         transfer agent, the debenture holder or his nominee
                         or assignee, shall be entitled to be entered in the
                         books of the Corporation as at the Date of Conversion
                         (as hereinafter defined) as the holder of the number
                         of Shares into which all or any part, as the case may
                         be, of the Debenture is converted in accordance with
                         the provisions of this Section.

               4.2.2     For the purposes of this Section, a Debenture shall
                         be deemed to be surrendered for conversion on the
                         date (herein called the "Date of Conversion") on
                         which it is so surrendered in accordance with the
                         provisions of this Section and, in case a Debenture
                         is surrended by post or other means of transmission,
                         on the date on which it is received by the
                         Corporation at its offices specified in clause 4.2.1.

               4.2.3     Any part, being Ten Thousand United States Dollars
                         ($10,000 U.S.) or an integral multiple thereof, of
                         this Debenture of a denomination in excess of Ten
                         Thousand United States Dollars ($10,000 U.S.) may be
                         converted as provided in this Section and all
                         references in this Debenture to conversion shall be
                         deemed to include conversion of such parts.

               4.2.4     The holder of this Debenture of which part only is
                         converted shall, upon the exercise of his right of
                         conversion, surrender this Debenture to the
                         Corporation and the Corporation shall make a notation
                         on the Debenture of the principal amount so converted
                         and cancelled and the principal amount of this
                         Debenture which is thereafter outstanding and the
                         Corporation shall forthwith return the Debenture to
                         the said holder.

               4.2.5     The Shares issued upon such conversion shall rank
                         only in respect of dividends declared in favour of
                         shareholders of record on and after the Date of
                         Conversion or such later date as such holder shall
                         become the holder of record of such Shares, from
                         which applicable date they will for all purposes be
                         and be deemed to be issued and outstanding as fully
                         paid and non-assessable Shares.

          4.3  Adjustment of Conversion Price

               The Conversion Price in effect at any date shall be subject
               to adjustment from time to time as follows:

               4.3.1     If and whenever at any time after the date the
                         Corporation shall: (i) subdivide the outstanding
                         Shares into a greater number of Shares, or (ii)
                         consolidate the outstanding Shares into a lesser
                         number of Shares, (any of such events being called a
                         "Share Reorganization"), the Conversion Price shall
                         be adjusted effective immediately after the effective
                         date or record date, as the case may be, on which the
                         holders of Shares are determined for the purpose of
                         the Share Reorganization by multiplying the
                         Conversion Price in effect immediately prior to such
                         effective date or record date by a fraction, the
                         numerator of which shall be the number of Shares
                         outstanding on such effective date or record date
                         before giving effect to such Share Reorganization and
                         the denominator of which shall be the number of
                         Shares outstanding immediately after giving effect to
                         such Share Reorganization including, in the case
                         where securities exchangeable for or convertible into
                         Shares are distributed, the number of Shares that
                         would have been outstanding had such securities been
                         exchanged for or converted into Shares on such record
                         date.

               4.3.2     If after the date hereof, the Corporation shall issue
                         or sell Shares (or securities convertible into or
                         exchangeable for Shares ("Convertible Securities") at
                         a price per share (or at an exercise price in the
                         case of Convertible Securities) less than the
                         Conversion Price on the date of such issue or sale
                         and the Holder is not in default of its obligations,
                         then the Conversion Price shall be adjusted
                         immediately after such date so that it shall equal
                         the lowest price per share at which such Shares were
                         issued or sold (or the lowest exercise price in the
                         case of  Convertible Securities). This clause shall
                         not apply to (i) the exercise price of any
                         Convertible Securities to which the Corporation is
                         committed at the date hereof, (ii) any debentures
                         previously converted, and (iii) the exercise price of
                         any Convertible Securities issued to
                         any directors or senior officers of the Corporation
                         pursuant to a stock option plan approved by the board
                         of directors of the Corporation, even if they are
                         issued after the date hereof.

               4.3.3     In case,  after the date hereof, of any
                         reorganization, amalgamation, consolidation or merger
                         of the Corporation with or into any other
                         corporation, or in the case of any sale of the
                         properties and assets of the Corporation as, or
                         substantially as, an entirety to any other
                         corporation, this Debenture shall, after such
                         reorganization, amalgamation, consolidation, merger
                         or sale, be convertible into the number of Shares or
                         other securities or property of the Corporation, as
                         the case may be, that such holder
                         would have been entitled to receive as a result
                         thereof, if on the effective date thereof, he had
                         been the holder of the number of Shares to which he
                         was theretofore entitled upon conversion.  The board
                         of directors may, and if required by a  holder of
                         Debentures shall retain a firm of independent
                         chartered accountants, who may be the auditors of the
                         Corporation, to make any computation required for
                         such adjustment.  If the firm of independent
                         chartered accountants retained by the board of
                         directors to make the computation are not the
                         Corporation's auditors, the auditors so retained must
                         be acceptable to the holders of not less than a
                         majority of the debenture holders determined by value
                         of their debentures.  Such firm of independent
                         chartered accountants may as to a
                         question of law, request and rely upon an opinion of
                         independent counsel, who may be counsel to the
                         Corporation.  Any such determination shall be
                         conclusive and binding on the Corporation and the
                         holder.

               4.3.4     In the case, after the date hereof, of any
                         reclassification of, or other change in, the
                         outstanding Shares or securities convertible or
                         exchangeable into Shares of the Corporation other
                         than a Share Reorganization, the Conversion Price may
                         be adjusted.  The board of directors may, and if
                         required by a  holder of Debentures shall retain a
                         firm of independent chartered accountants, who may be
                         the auditors of the Corporation, to make any
                         computation required for such adjustment.  If the
                         firm of independent chartered accountants retained by
                         the board of directors to make the computation are
                         not the Corporation's auditors, the auditors so
                         retained must be acceptable to the holders of not
                         less than a majority of the debenture holders
                         determined by value of their debentures.  Such firm
                         of independent chartered accountants may as to a
                         question of law, request and rely upon an opinion of
                         independent counsel, who may be counsel to the
                         Corporation.  Any such determination shall be
                         conclusive and binding on the Corporation and the
                         holder.

               4.3.5     In any case in which section 4.3 shall require that
                         an adjustment shall become effective immediately
                         after a record date for an event referred to herein,
                         the Corporation may defer, until the occurrence of
                         such event issuing to the holder of this Debenture
                         which is converted after such record date and before
                         the occurrence of such event the additional Shares
                         issuable upon such conversion by reason of the
                         adjustment required by such event before giving
                         effect to such adjustment; provided, however, that
                         the Corporation shall deliver to such holder an
                         appropriate instrument evidencing such holder's
                         right to receive such additional Shares upon the
                         occurrence of the event requiring such adjustment and
                         the right to receive any distributions made on such
                         additional Shares declared in favour of holders of
                         record of Shares on and after the Date of Conversion
                         or such later date as such holder would, but for the
                         provisions of this clause 4.3.5, have become the
                         holder of record of such additional Shares pursuant
                         to section 4.3.

               4.3.6     The adjustments provided for herein are cumulative;
                         shall, in the case of adjustments to the Conversion
                         Price, be computed to the nearest cent; and shall
                         apply (without duplication) to successive
                         subdivisions, reductions, consolidations,
                         distributions, issues or other events resulting in a
                         any adjustment under the provisions hereof; provided
                         that, notwithstanding any other provision hereof, no
                         adjustment of the Conversion Price shall be required
                         unless such adjustment would require an increase or
                         decrease of at least one percent (1%) in the
                         Conversion Price then in effect; provided however,
                         that any adjustments which by reason of this
                         subclause 4.3.6 are not required to be made shall be
                         carried forward and taken into account in any
                         subsequent adjustment.

               4.3.7     When any action is taken which requires an adjustment
                         of the Conversion Price to be made under section 4.3,
                         the Corporation shall forthwith prepare and deliver
                         to the holder of this Debenture, a certificate signed
                         by two senior officers of the Corporation setting
                         forth the details of the actions taken, the
                         Conversion Price before adjustment and the details of
                         the computation of the adjusted Conversion Price.

          4.4  Regulatory Approvals and Filing In Connection with
                    Conversion

               If any Shares of the Corporation, allotted or to be allotted
               for the purpose of conversion of this Debenture require
               registration with or approval of any governmental or other
               authority under any Canadian, American or provincial or
               state law before such shares may be validly issued upon
               conversion and traded on any stock exchange or
               over-the-counter market on which the Shares are then listed
               and posted for trading, the Corporation will, at its
               expense, take such reasonable action as may be necessary to
               secure such registration or approval, as the case may be.


5.   Debenture Register

     A register shall be kept by the Corporation at its registered office and
     any other offices required by law wherein shall be entered the name and
     address of the registered holder or holders of this Debenture and the
     outstanding principal amount of the Debenture held by it.


6.   Exclusive Benefit

     The registered holder of this Debenture or his legal personal
     representative will be regarded as exclusively entitled to the
     benefit of this Debenture and all persons may act accordingly and
     the Corporation shall not be bound to enter in the register notice
     of any trust or, except as may be required by some court of
     competent jurisdiction having so ordered, to recognize any trust
     or equity affecting the title to this Debenture.

7.   Transfer of Debenture

     Every transfer of this Debenture must be in writing under the hand
     of the registered holder or his legal personal representative or
     the attorney authorized in writing of such registered holder or
     the legal personal representative of such registered holder.  Any
     such transfer accompanied by this Debenture must be delivered at
     the offices of the Corporation as specified in Section 3 together
     with such evidence of identity or title as the Corporation may
     reasonably require, whereupon the transfer will be registered and
     duly noted by endorsement hereon signed by the Secretary or
     Assistant Secretary of the Corporation.   No transfer hereof shall
     be effective if the transfer is to a Person who is known by the
     transferor to be directly or indirectly, or is affiliated or
     associated with a Person who is directly or indirectly engaged in
     or involved in the business of wireless communications,
     geographical information systems, location information or location
     technology. If such a transfer should occur without the knowledge
     of the transferor, then notwithstanding anything contained in this
     Debenture to the contrary, the transferee shall not be entitled to
     any information in any form which the Corporation considers in its
     sole and unfettered discretion to be confidential. It shall be a
     condition of any transfer hereof that the transferee agree with
     the Corporation to be bound by the confidentiality obligations as
     provided in the form attached hereto and by the terms of the side
     letter of even date herewith between the Corporation and Frankopan
     & Co. Inc.

8.   Joint holders

     In case of joint registered holders the principal moneys and
     interest owing hereunder shall be deemed to be owing to such
     holders upon a joint account.

9.   Default

     9.1  Events of Default

          Each of the following events is herein sometimes referred to
          as an "Event of Default":

          9.1.1     if the Corporation shall fail to pay the principal or
                    other amount owing under any Debenture which shall
                    have become due and payable and such default continues
                    for a period of ten (10) business days;

          9.1.2     if an order is made or a resolution is passed for the
                    winding-up, dissolution or liquidation of the
                    Corporation or if a petition is filed or other process
                    taken for the winding-up, dissolution or liquidation
                    of the Corporation and is not disputed by the
                    Corporation in good faith;

          9.1.3     if the Corporation commits or threatens to commit an
                    act of bankruptcy or become insolvent or go into
                    liquidation or make a general assignment for the
                    benefit of its creditors or otherwise acknowledge its
                    insolvency or if a bankruptcy petition is filed or
                    presented against the Corporation and is not contested
                    in good faith and discharged within one hundred and
                    twenty (120) days after it is filed or presented or if
                    a custodian or sequestrator or a receiver or receiver
                    and manager or any other officer with similar powers
                    is appointed for such Corporation or for any part of
                    its property which, in the reasonable opinion of the
                    holder, is a substantial part;

          9.1.4     if the Corporation makes an assignment for the benefit
                    of its creditors or a bulk sale of all or
                    substantially all of its property and assets;

          9.1.5     if any proceedings with respect to the Corporation are
                    taken with respect to a compromise arrangement under
                    the Bankruptcy and Insolvency Act, the United States
                    Bankruptcy Code, the Companies Creditors Arrangement
                    Act (or any Act substituted therefor) or similar
                    legislation of any other jurisdiction in Canada, the
                    United States or any province or state thereof;

          9.1.6     if an encumbrancer takes possession of any substantial
                    part of the property of the Corporation or if a
                    distress or execution or any similar process is
                    enforced against such property;

          9.1.7     if any representation or warranty contained herein or
                    made in any certificate or other document delivered to
                    the holder shall have been found to be false or is
                    incorrect in any material respect (except any such
                    representation and warranty as is already qualified by
                    the term material which representation and warranty
                    shall be true and correct in all respects) as of its
                    date of making;

          9.1.8     if the Corporation shall cease to carry on in the
                    ordinary course, its business or a substantial part
                    thereof; and

          9.1.9     if the Corporation fails to observe or perform any
                    other material, term, covenant or condition on the
                    part of the Corporation contained herein for a period
                    of thirty (30) days after the date on which written
                    notice of such failure, requiring the Corporation to
                    remedy the same, shall be received by the Corporation
                    by a debenture holder.

     9.2  Rights on Default.  Upon the occurrence of an Event of
          Default, the security constituted by this Debenture will
          become enforceable and the Holder may do any one or more of
          the following in each case in accordance with applicable
          law:

          9.2.1     Rights under PPSA, etc.  Exercise all of the rights
                    and remedies granted to secured parties under the PPSA
                    and any other applicable statute, or otherwise
                    available to the Holder at law or in equity.

          9.2.2     Demand Possession.  Demand possession of any or all of
                    the Collateral, in which event the Corporation will,
                    at the expense of the Corporation, immediately cause
                    the Collateral designated by the Holder to be
                    assembled and made available and/or delivered to the
                    Holder at any place designated by the Holder.

          9.2.3     Take Possession.  Enter on any premises where any
                    Collateral is located and take possession of, disable
                    or remove such Collateral.

          9.2.4     Deal with Collateral.  Seize, collect, receive,
                    enforce or otherwise deal with any Collateral in such
                    manner, on such terms and conditions and at such times
                    as the Holder, acting reasonably, deems advisable.

          9.2.5     Use of Collateral.  Hold, store and keep idle, or
                    operate, lease, repair, modify or complete or
                    otherwise use or permit the use of, any or all of the
                    Collateral for such time and on such terms as the
                    Holder may reasonably determine, and demand, collect
                    and retain all earnings and other sums due or to
                    become due from any Person in respect of any of the
                    Collateral.

          9.2.6     Carry on Business.  Carry on, or concur in
                    carrying on of, any or all of the business
                    undertaking of the Corporation and enter on, occupy
                    and use (without charge by the Corporation) any of the
                    premises, buildings, plant and undertaking of, or
                    occupied or used by, the Corporation.

          9.2.7     Dispose of Collateral.  Realize on any or all of the
                    Collateral and sell, lease, assign, give options to
                    purchase, or otherwise dispose of and deliver any or
                    all of the Collateral (or contract to do any of the
                    above), in one or more parcels at any public or
                    private sale, at any exchange, broker's board or
                    office of the Holder or elsewhere, on such terms and
                    conditions as the Holder may deem advisable and at
                    such prices as it may deem best, for cash or on credit
                    or for future delivery.

          9.2.8     Appoint Receiver.  By instrument in writing appoint
                    any Person as a Receiver of all or any part of the
                    Collateral. The Holder may from time to time remove or
                    replace a Receiver, or make application to any court
                    of competent jurisdiction for the appointment of a
                    Receiver. Any Receiver appointed by the Holder will
                    (for purposes relating to responsibility for the
                    Receiver's acts or omissions) be considered to be the
                    Corporation's agent and the Receiver may do anything
                    that the Holder may do.

     9.3  Remedies Cumulative

          No remedy of the holder of this Debenture is intended to be
          exclusive of any other remedy but each and every such remedy
          shall be cumulative and shall be in addition to every other
          remedy given hereunder or now existing or hereafter to exist
          by law or statute.

     9.4  No Merger, Etc.

          Neither the taking of any judgment nor the exercise of any
          power of seizure or sale shall operate to extinguish the
          liabilities of the Corporation to make payment of the
          principal sum hereby secured or interest thereon nor shall
          such operate as a merger of any covenant or affect the right
          of the holder to interest calculated as hereinbefore
          provided, nor shall the acceptance of any payment or
          alternative security constitute or create any novation, and
          it is further agreed that the taking of a judgment or
          judgments under any of the covenants herein contained shall
          not operate as a merger of any of said covenants or affect
          the rights of the holder to interest at the rate as herein
          provided.

     9.5  Waiver of Default

          Upon the happening of an Event of Default, the holders shall
          have power to waive in writing their rights hereunder
          provided that no act or omission of the holders in the
          premises shall extend to or be taken in any manner
          whatsoever to affect any subsequent Default hereunder or the
          rights resulting therefrom.

     9.6  Aggregate Default

          Default under this or any other Debenture shall be deemed to
          be default under all debentures.

10.  Covenants of the Corporation

     10.1 Payment of Principal and Interest

          The Corporation will well, duly and punctually pay or cause
          to be paid to the holder the principal of, and interest on,
          the Debenture on the dates, at the places, in the moneys,
          and in the manner mentioned herein.

     10.2 Payment of Costs

          The Corporation will pay all reasonable costs, charges and
          expenses of and incidental to the creation of the Debentures
          and generally in any proceedings taken to enforce the
          remedies under the Debentures or by reason of non-payment or
          procuring payment of the moneys owing under the Debentures.
          All costs, charges and expenses shall bear interest at the
          rate provided for herein and shall be payable on a
          solicitor-client basis.

     10.3 Insurance

          The Corporation will insure and keep insured its buildings,
          plant, equipment, inventory and stock in trade and any other
          insurable property and assets against such perils and in
          such amounts as may be usual and prudent with companies
          carrying on a similar business or holding similar assets.

     10.4 Corporate Existence and Good Standing

          The Corporation is and will maintain its status as a
          corporation duly and validly incorporated, organized and
          subsisting under the laws of the State of Nevada has all
          necessary corporate power and authority to own its
          properties and carry on its business as presently carried
          on; and is duly qualified as a corporation to do business or
          own or lease property in each jurisdiction where the nature
          of its business or the property owned or leased by it makes
          such qualification necessary.

     10.5 Corporate Authority

          The Corporation has full corporate power, legal right and
          authority to issue the Debentures and has such power, legal
          right and authority to do all such acts and things as are
          required hereunder to be done, observed and performed by it,
          subject to and in accordance with the terms hereof.

     10.6 Laws

          The Corporation will, and will cause each of its
          Subsidiaries to, comply with all applicable statues,
          regulations, orders and restrictions of any government and
          of any agencies and instrumentalities of government, and of
          all other governmental authorities, in respect of the
          conduct of their respective properties, except such as are
          being contested in good faith by appropriate legal or
          administrative proceedings, by or on behalf of the
          Corporation, and except for isolated instances of
          non-compliance, if any, which in each case, and as to all
          thereof in the aggregate have no material and adverse
          effect.

     10.7 Negative Covenants

          The Corporation covenants and agrees that so long as any
          Debentures are outstanding, except with the written approval
          of the holders (which will not be unreasonably withheld and
          which, if not objected to in writing within three clear
          business days, shall be deemed to have been approved in
          writing), and except as provided for in an annual business
          plan prepared by management of the Corporation and approved
          (but only as it relates to the subject matter of Section
          10.7) by its board of directors and not less than the
          holders of a majority determined by value of 8% Convertible
          Debenture by principal amount:

          10.7.1    The Corporation will not nor will it permit a
                    Subsidiary to convey, sell, lease, transfer or
                    otherwise dispose of out of the ordinary course
                    of business, in any one transaction any asset
                    having a value in excess of  $100,000 or in any
                    fiscal year assets in a series of transactions
                    with an aggregate value in excess of $250,000.

          10.7.2    The Corporation will not declare or pay any
                    dividends in cash, kind or shares or make any
                    other distributions to shareholders or redeem or
                    otherwise retire any Shares.

          10.7.3    The Corporation will not, nor will it permit any
                    Subsidiary to, guarantee or otherwise become
                    liable for any debts or obligations of any
                    Person other than of the Corporation or a
                    Subsidiary.  In addition the Corporation will
                    not permit any Person to increase the amount of
                    any existing guarantee relating to any secured
                    indebtedness of the Corporation.

          10.7.4    The Corporation will not, nor will it permit any
                    Subsidiary to, enter into any material
                    transaction out of the ordinary course of
                    business.

          10.7.5    The Corporation will not, nor will it permit any
                    Subsidiary to, enter into any material
                    transaction in which any director, officer,
                    shareholder or employee of the Corporation or of
                    any Subsidiary or any associate (as such term is
                    defined in the Securities Act of Ontario) or
                    affiliate of any such Person has a material
                    interest out of the ordinary course of the
                    Corporation's or such Subsidiary's business.

          10.7.6    The Corporation will not, nor will it permit a
                    Subsidiary to mortgage or otherwise encumber any
                    of its assets to secure any obligation provided
                    that this covenant will not apply to nor operate
                    to prevent the following:

                    (a)  security granted by a Subsidiary to the
                         Corporation to any other Subsidiary;

                    (b)  creation or assumption by the Corporation or a
                         Subsidiary of Purchase Money Mortgages;

                    (c)  security granted by the Corporation or a
                         Subsidiary to secure its debt for operating
                         lines of credit to a financial institution or
                         other bona fide arm's length lender in the
                         ordinary course of business; and

                    (d)  liens arising by operation of law in the
                         ordinary course of business or incidental to the
                         ownership of property or assets.

               10.7.7    The Corporation will not without the prior
                         consent of the holders hereof amalgamate with or
                         merge into any other corporation (other than an
                         amalgamation with a wholly owned subsidiary) or
                         enter into any corporate transaction (whether by
                         way of reconstruction, reorganization,
                         consolidation, amalgamation, merger, sale, lease
                         or otherwise) whereby all or substantially all
                         of its undertaking, property or assets or any
                         portion thereof, would become the property of
                         any other person or in the case of any such
                         amalgamation or merger, the property of the
                         continuing corporation resulting therefrom.

               10.7.8    The Corporation will not, nor will it permit any
                         Subsidiary to, purchase, lease or otherwise
                         acquire, in any one transaction any asset having
                         a value in excess of $250,000 , or in any fiscal
                         year of the Corporation assets having an
                         aggregate value in excess of $500,000, except
                         for acquisitions made in the ordinary course of
                         business.

     Notwithstanding any provisions of this Debenture to the contrary,
     the following transactions are permitted and therefore do not
     constitute a default by the Corporation (i) the share exchange
     transaction between Corporation and Centraxx Corp., and (ii) any
     transfer of assets between or among the Corporation and one or
     more of the Corporation's wholly owned (directly or indirectly)
     Subsidiaries provided that any such Subsidiary which is a
     transferee of assets shall provide its guarantee (in form and
     substance satisfactory to the Holder acting reasonably) of the
     Liabilities.

11.  Notices

     11.1 Any notice to the Corporation under the provisions of this
          Debenture shall be in writing and may be given by registered
          mail, postage prepaid and mailed in Canada or delivering the
          same to the Corporation at 2700 Argentia Road, Suite 1000,
          Mississauga, Ontario, L5N 5V4.  Any notice to the holder of
          the Debenture under the provisions of this Debenture shall
          be in writing and may be given by registered mail, postage
          prepaid and mailed in Canada or delivering the same to the
          holder at its address appearing in the register as
          contemplated in Section 3 hereof.

     11.2 Any notice if delivered shall be deemed to have been given
          or made on the date on which it was delivered or if given by
          registered mail mailed in Canada shall be deemed to have
          been given or made on the third business day following the
          day on which it was mailed.

     11.3 In the event of any disruption of mail service which may
          affect delivery of any notice given pursuant to clause 11.1
          by registered mail after the mailing of such notice and
          before the date upon which such notice is deemed to have
          been given or made pursuant to clause 11.2, such notice
          shall be deemed not to have been given and must be given or
          made by delivering the same.  In the event of any disruption
          of mail service which may affect delivery of any notice,
          Debenture, share certificate, cheque or other writing by
          registered mail or ordinary mail before the mailing of any
          of the foregoing, such notice, Debenture, share certificate,
          cheque or other writing shall be delivered by hand in lieu
          of mailing the same.

12.  Amendment

     This Debenture may be amended only by agreement in writing
     executed by the Corporation and the holders of this Debenture at
     the date of such amendment.

13.  Governing Law

     This Debenture shall be governed by the laws of the Province of
     Ontario except the conflict of interest laws and the parties
     hereby irrevocably attorn to the exclusive jurisdiction of the
     Courts of the Province of Ontario in respect of the subject matter
     hereof.

14.  Time of the Essence

     Time shall be of the essence.

15.  Binding Effect

     The terms and provisions of this Debenture shall enure to the
     benefit of and be binding upon the registered holders hereof,
     their heirs, executors, administrators, successors and permitted
     assigns to the extent provided herein and shall enure to the
     benefit of and be binding upon the Corporation and its respective
     successors and permitted assigns.

                        TRANSFER FORM
     FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto


               (name and address of assignee)



    the                                               within
         (principal amount of the Debenture assigned)

Debenture of Centraxx, Inc. (the "Corporation") and hereby irrevocably
constitutes and appoints


as Attorney to transfer the said Debenture with full power of substitution in
the premises.


               Dated



                                SIGNATURE OF TRANSFEROR

                        CONVERSION FORM


TO:  CENTRAXX

     The undersigned owner of the within Convertible Debenture hereby
irrevocably elects to convert said Debenture (or $                principal
amount thereof) into Shares of Centraxx, Inc. in accordance with the terms of
the said Debenture and directs that the certificates representing the Shares
issuable and deliverable upon the conversion be issued and delivered to the
person indicated below.

     If less than the full principal amount of the within Debenture is to be
converted, indicate in the space provided above the principal amount to be
converted.


Dated:

                                   (SIGNATURE OF OWNER)


Name:




     (ADDRESS)                     (CITY AND PROVINCE)


(PRINT NAME IN WHICH SHARES ISSUED ON CONVERSION ARE TO BE ISSUED, DELIVERED
AND REGISTERED)


                    CONVERSION OF DEBENTURE

Date    Amount of  Unpaid Pricipal  Name of Officer  Signature of
       Principal   Balance of       of Corporation   Officer Making
       Converted   Debenture            Making          Notation
                                       Notation