Debenture

8.0% Convertible Debenture Due March 31, 1998

by Fuelnation Inc
March 25th, 1997



                               FORM OF DEBENTURE

      THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
      UNITED STATES  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  AND
      MAY NOT BE  OFFERED  OR SOLD IN THE  UNITED  STATES  (AS  DEFINED IN
      REGULATION  S UNDER THE ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF
      U.S.  PERSONS  (AS  DEFINED IN  REGULATION  S UNDER THE ACT)  EXCEPT
      PURSUANT  TO  REGISTRATION  UNDER THE ACT OR AN  EXEMPTION  FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES
      LAWS.

No.___________                                                   US $_________


                              QPQ CORPORATION

               8.0% CONVERTIBLE DEBENTURE DUE MARCH 31, 1998


      THIS  DEBENTURE  is one of a duly  authorized  issue of  Debenture  of QPQ
Corporation, a corporation duly organized and existing under the laws of Florida
(the "Company")  designated as its 8.0%  Convertible  Debenture Due February 28,
1998, in an aggregate  principal  amount not  exceeding Six Million  Dollars (US
$6,000,000).

      FOR VALUE  RECEIVED,  the Company  promises to pay to Asia  Equities,  the
registered  holder hereof and its  successors  and assigns (the  "Holder"),  the
principal sum of __________________  Dollars (US $___________) on March 31, 1998
(the "Maturity Date"), and to pay interest on the principal sum outstanding,  at
the rate of 8.0% per annum due and  payable  quarterly  in  arrears.  Accrual of
interest  shall  commence on the date hereof and shall continue until payment in
full of the  outstanding  principal  sum has been made or duly provided for. The
interest so payable will be paid to the person in whose name this  Debenture (or
one or more predecessor  Debentures) is registered on the records of the Company
regarding   registration   and  transfers  of  the  Debentures  (the  "Debenture
Register");  provided, however, that the Company's obligation to a transferee of
this Debenture arises only if such transfer,  sale or other  disposition is made
in  accordance  with  the  terms  and  conditions  of  the  Offshore  Securities
Subscription  Agreement  dated as of March 11, 1997 between the Company and Asia
Equities (the "Subscription Agreement"). The principal of, and interest on, this
Debenture  are payable in such coin or currency of the United  States of America
as at the time of payment  is legal  tender  for  payment of public and  private
debts, at the address last appearing on the Debenture Register of the Company as
designated in writing by the Holder  hereof from time to time.  The Company will








pay the  outstanding  principal of and all accrued and unpaid  interest due upon
this  Debenture  on a Maturity  Date,  less any  amounts  required  by law to be
deducted or  withheld,  to the record  Holder of this  Debenture as of the tenth
(10th) day prior to the Maturity Date and addressed to such record Holder at the
last address appearing on the Debenture  Register.  The forwarding of such check
shall constitute a payment of outstanding  principal and interest  hereunder and
shall  satisfy and  discharge  the  liability  for principal nd interest on this
Debenture to the extent of the sum represented by such check plus any amounts so
deducted.

      This Debenture is subject to the following additional provisions:

       1. The Debentures are issuable in  denominations  of One Hundred Thousand
Dollars (US  $100,000)  and  integral  multiples  thereof.  The  Debentures  are
exchangeable for an equal aggregate  principal amount of Debentures of different
authorized denominations,  as requested by the Holders surrendering the same but
not less than US $100,000.  No service charge will be made for such registration
or transfer or exchange.

       2. The  Company  shall be  entitled  to  withhold  form all  payments  of
principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
withheld  under the  applicable  provisions  of the United  States income tax or
other applicable laws at the time of such payments.

       3. This Debenture has been issued  subject to investment  representations
of the original purchaser hereof and may be transferred or exchanged in the U.S.
only in compliance  with the  Securities Act of 1933, as amended (the "Act") and
applicable  state securities laws. Prior to due presentment for transfer of this
Debenture,  the  Company  and any agent of the  Company  may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving  payment as herein provided and
for all other  purposes,  whether or not this Debenture be overdue,  and neither
the  Company  nor any such  agent  shall be  affected  or bound by notice to the
contrary.  Any  holder of this  Debenture,  electing  to  exercise  the right of
conversion set forth in Section 4(a) hereof, in addition to the requirements set
forth in  Section  4(a),  is also  required  to give  the  Company  (i)  written
confirmation  that  it is not a U.S.  Person  and  the  Debenture  is not  being
converted on behalf of a U.S.  Person and the  representations  contained in the
Subscription  Agreement are true ("Notice of  Conversion") or (ii) an opinion of
U.S.  counsel  to the  effect  that the  Debenture  and  shares of common  stock
issuable upon conversion  thereof have been registered under the 1933 Act or are
exempt from such registration. In the event a Notice of Conversion or opinion of
counsel is not provided  the Holder  hereof will not be entitled to exercise the
right to convert the Debenture pursuant to Section 4(a) herein.

       4. The Holder of this Debenture is entitled,  at its option,  at any time
commencing  45 days after  issue  hereof to convert  any or all of the  original
principal amount of this Debenture into shares of common stock,  $0.01 par value






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per share, of the Company (the "Common  Stock"),  at a conversion price for each
share or Common Stock equal to the lower of (a) 75% of the average closing price
of the Common Stock for the five (5) business  days  immediately  preceding  the
conversion  date or (b) 75% of the  average of the  closing  price of the Common
Stock for the business day immediately preceding the date of Subscription by the
Holder as reported by the National  Association of Securities  Dealers Automated
Quotation System ("NASDAQ") (the "Conversion  Price").  Such conversion shall be
effectuated  by  surrendering  the  Debentures  to be converted (by facsimile or
courier,  to the Company) with the form of conversion  notice attached hereto as
Exhibit I,  executed by the Holder of this  Debenture  evidencing  such Holder's
intention to convert this Debenture or a specified  portion (as above  provided)
hereof, and accompanied by proper assignment hereof in blank. Accrued but unpaid
interest  shall be  subject  to  conversion  at the  option of the  Company.  No
fractional  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,  with the fraction  paid in cash at the  discretion of the Company.
The date on which notice of  conversion  is given shall be deemed to be the date
on which the Holder has delivered this  Debenture,  with the  conversion  notice
duly executed,  to the Company or, if earlier, the date set forth in such notice
of  conversion  if the  Debenture  is received  by the  Company  within five (5)
business days thereafter.

       5. No provision of this Debenture shall alter or impair the obligation of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Debenture  at the time,  place,  and rate,  and in the coin
currency, herein prescribed.

       6. The  Company  hereby  expressly  waives  demand  and  presentment  for
payment,  notice of nonpayment,  protest, notice of protest, notice of dishonor,
notice of acceleration  or intent to accelerate,  bringing of suit and diligence
in taking any  action to  collect  amounts  called  for  hereunder  and shall be
directly and primarily  liable for the payment of all sums owing and to be owing
hereon,  regardless of and without any notice,  diligence, act or omission as or
with respect to the collection of any amount called for hereunder.

       7. The Company agrees to pay all costs and expenses, including reasonable
attorneys'  fees,  which may be incurred by the Holder in collecting  any amount
due under this Debenture.

      8. If one or more of the  following  described  "events of Default"  shall
occur:

            (a)   The  Company  shall  default in the  payment of  principal  or
                  interest on this Debenture; or

            (b)   Any of the  representations  or warranties made by the Company
                  herein, in the Subscription  Agreement,  or in any certificate
                  or  financial  or  other  written  statements   heretofore  or
                 


                                      3





                  hereafter  furnished  by  or  on  behalf  of  the  Company  in
                  connection  with the execution and delivery of this  Debenture
                  or the Subscription  Agreement shall be false or misleading in
                  any material respect at the time made; or

            (c)   The Company shall fail to perform or observe,  in any material
                  respect,  any  other  covenant,  term,  provision,  condition,
                  agreement or obligation  of the Company  under this  Debenture
                  and such failure shall continue  uncured for a period of seven
                  (7)  days  after  notice  from  the  Holder  of  such  failure
                  including,  but not  limited  to,  failure to issue the Common
                  Stock upon conversion of this Debenture  pursuant to paragraph
                  4(a) hereof; or

            (d)   The Company shall (1) become  insolvent;  (2) admit in writing
                  its liability to pay its debts  generally as they mature;  (3)
                  make an  assignment  for the benefit of  creditors or commence
                  proceedings for its  dissolution;  or (4) apply for or consent
                  to the  appointment  of a trustee,  liquidator or receiver for
                  its or for a substantial part of its property or business; or

            (e)   A trustee,  liquidator or receiver  shall be appointed for the
                  Company or for a substantial  part of its property or business
                  without its consent and shall not be  discharged  within sixty
                  (60) days after such appointment; or

            (f)   Any governmental agency or any court of competent jurisdiction
                  at  the  instance  of any  governmental  agency  shall  assume
                  custody or control of the whole or any substantial  portion of
                  the  properties  or  assets  of the  Company  and shall not be
                  dismissed within sixty (60) days thereafter, or

            (g)   Any money judgment, writ or warrant of attachment,  or similar
                  process in excess of Three Hundred Thousand Dollars ($300,000)
                  in the aggregate shall be entered or filed against the Company
                  or any of its  properties  or other  assets  and shall  remain
                  unpaid, unvacated, unbonded or unstayed for a period of thirty
                  (30) days or in any event  later  than five (5) days  prior to
                  the date of any proposed sale thereunder; or

            (h)   Bankruptcy,   reorganization,    insolvency   or   liquidation
                  proceedings  or  other   proceedings   for  relief  under  any
                  bankruptcy   law  or  for  the  relief  of  debtors  shall  be
                  instituted  by or  against  the  Company  and,  if  instituted
                  against the Company,  shall not be dismissed within sixty (60)
                  days after such instruction of the Company shall by any action







                                        4






                  or answer  approve of,  consent to, or  acquiesce  in any such
                  proceedings or admit the material  allegations  of, or default
                  in answering a petition filed in any such proceeding; or

            (i)   The  Company  shall have its  Common  Stock  delisted  from an
                  exchange or the over-the-counter market.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture immediately due and payable,  without presentment,  demand, protest or
notice of any kinds, all of which are hereby expressly  waived,  anything herein
or in any note or other instruments  contained to the contrary  notwithstanding,
and the Holder may immediately,  and without  expiration of any period of grace,
enforce any and all of the Holder's  rights and remedies  provided herein or any
other rights or remedies afforded by law.

       9. This  Debenture  represents  a  general  unsecured  obligation  of the
Company.  No recourse  shall be had for the payment of the  principal of, or the
interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
respect hereof, against any incorporator,  shareholder,  officer or director, as
such,  past,  present or future,  of the Company or any  successor  corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

      10. The Holder of this Debenture,  by acceptance hereof,  agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  or the  Shares of Common  Stock
issuable upon exercise thereof except under  circumstances which will not result
in a violation of the Act or any  applicable  state Blue Sky law or similar laws
relating to the sale of securities.

      11.  In case  any  provision  of  this  Debenture  is  held by a court  of
competent  jurisdiction  to be  excessive  in  scope  or  otherwise  invalid  or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent  possible,  and the validity and
enforceability of the remaining provisions of this Debenture will not in any way
be affected or impaired thereby.

      12.  This  Debenture  and the  agreements  referred  to in this  Debenture
constitute the full and entire  understanding  and agreement between the Company
and the Holder with respect to the subject  hereof.  Neither this  Debenture nor
any term hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the Company and the Holder.






                                      5






      13. This Debenture  shall be governed by and construed in accordance  with
the laws of Florida.

      14. As set forth herein,  the Company shall use all reasonable  efforts to
issue and deliver, within three (3) business days after the Holder has fulfilled
all conditions and submitted all necessary documents duly executed and in proper
form  required  for  conversion  (the  "Deadline"),  to the  Holder or any party
receiving a Debenture by transfer from the Holder (together, a "Holder"), at the
address of the Holder on the books of the Company, a certificate or certificates
for the number of Shares of Common  Stock to which the Holder shall be entitled.
The  Company  understands  that a delay in the  issuance of the Shares of Common
Stock  beyond the  Deadline  could  result in economic  loss to the  Holder.  As
compensation  to the Holder for such loss,  the Company agrees to pay liquidated
damages to the Holder for late issuance of Shares upon  conversion in accordance
with the following  schedule  (where "No.  Business Days Late" is defined as the
number of business  days beyond seven (7) business days from the date of receipt
by the Company of a Notice of Conversion and the transfer agent of all necessary
documentation  duly  executed  and  in  proper  form  required  for  conversion,
including  the original  Debenture to be converted,  all in accordance  with the
Debenture, Subscription Agreement and the requirements of the transfer agent):

                                     Liquidated Damages per
      No. Business Days Late         $100,000 of Debenture
      ----------------------         ---------------------

               1                             $  500
               2                             $1,000
               3                             $1,500
               4                             $2,000
               5                             $2,500
               6                             $3,000
               7                             $3,500
               8                             $4,000
               9                             $4,500
              10                             $5,000
              10                             5,000 + $1,000 each
                                             Business Day Late beyond 10 days

      The Company shall pay the Holder any  liquidated  damages  incurred  under
this Section by check upon the earlier to occur of (i) issuance of the Shares to
the Holder or (ii) each  monthly  anniversary  of the  receipt of the Company of
such  Holder's  Notice of  Conversion.  Nothing  herein shall limit the Holder's
right to pursue actual  damages for the  Company's  failure to issue and deliver
shares of Common Stock to the  Subscriber  in  accordance  with the terms of the
Debenture.









                                        6






      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.

Dated:___________________                 QPQ CORPORATION


                                          By:________________________________
                                          Title:___________________________


                                        7




                                    EXHIBIT I

                              NOTICE OF CONVERSION

  (To be Executed by the Registered Holder in Order to Convert the Debenture)


      The undersigned hereby irrevocably elects to convert  $_______________  of
the above  Debenture No.  ______ into Shares of Common Stock of QPQ  Corporation
(the "Company")  according to the conditions set forth in such Debenture,  as of
the date written below.

      The  undersigned  represents  that it is not a U.S.  Person as  defined in
Regulation S promulgated  under the Securities  Act of 1933, as amended,  and is
not   converting   the   Debenture  on  behalf  of  any  U.S.   Person  and  the
representations contained in the Subscription Agreement are true.

Date of Conversion*_____________________________________________________________

Applicable Conversion Price_____________________________________________________

Signature_______________________________________________________________________
                                    [Name]

Address:________________________________________________________________________

________________________________________________________________________________



_____________
*This  original  Debenture  and Notice of  Conversion  must be  received  by the
Company by the fifth business date following the Date of Conversion.