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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
AMENDED AND RESTATED
5% CONVERTIBLE DEBENTURES DUE NOVEMBER 15, 2002
OF
CORONA CORPORATION
ISSUANCE DATE November 24, 2000
CONVERTIBLE DEBENTURE DUE November 15, 2002
AMOUNT $2,490,000.00
FOR VALUE RECEIVED, Corona Corporation (the "Company"), hereby promises
to pay American Equities, LLC, a California limited liability company or
registered assigns (the "Holder") on November 15, 2002, (the "Maturity Date"),
the principal amount of Two Million Four Hundred Ninety Thousand Dollars
($2,490,000) U.S., and to pay interest on the principal amount hereof, in such
amounts, at such times and on such terms and conditions as are specified herein.
1. Interest
The Company shall pay accrued interest on the unpaid principal amount
of this Debenture (the "Debenture") quarterly on April 1, July 1, October 1 and
January 1 of each year at the rate of Five Percent (5%) per annum, payable in
arrears (prorated for the first payment), in cash, until the principal amount
hereof is paid in full or has been converted. If this Debenture is converted,
all interest will be waived.
2. Method of Payment
This Debenture must be surrendered to the Company in order for the
Holder to receive payment of the principal amount hereof. The Company may draw a
check for the payment of interest to the order of the Holder of this Debenture
and mail it to the Holder's address as shown on the books and records of the
Company.
3. Definitions. For purposes of the Debentures, the following terms shall
have the meanings indicated:
"Board of Directors" shall mean the board of directors of the Company
or any committee authorized by such Board of Directors to perform any
of its responsibilities with respect to the Debentures.
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"Business Day" shall mean any day other than a Saturday, Sunday or a
day on which banking institutions in the City of San Francisco are
authorized or obligated by law or executive order to close.
"Conversion Date" shall mean the date a notice of conversion is mailed
by a Holder to the Company electing to convert all or any portion of
the Debentures into Common Stock.
"Debentures" shall mean the Company's 5% Convertible Debentures due
November 15, 2002.
"Holders" shall mean the purchasers of the Debentures of the Company
and their successors and assigns of record on the stock record books of
the Company.
"Original Issue Date" shall mean the first date on which Debentures are
issued.
"Person" shall mean any individual, firm, partnership, corporation,
limited liability company, association, joint stock company, trust,
joint venture or other entity, and shall include any successor (by
merger or otherwise) of such entity.
"Purchase Price" shall mean the amount paid to the Company for the
Debentures.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
4. TRANSFERS.
1. DELIVERY OF DEBENTURE, TRANSFER INSTRUCTIONS AND TRANSFER
CERTIFICATE. Each Debenture presented for transfer, exchange or
conversion:
1. shall be duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Company
duly executed by such Holder or its attorney, duly
authorized in writing; and
2. shall be accompanied by a Transferor Certificate, a form of
which will be provided by the Company.
5. CONVERSION. Holders of shares of Debentures shall have the right to
convert all of such Debentures into 784,000 shares of shares of common
stock of Global Capital Partners, Inc. (f/k/a Eastbrokers
International, Inc.), 24,000 shares of the common stock of
Moneyzone.com, Inc. (f/k/a EBOnline, Inc.), and 400,000 shares of the
Common Stock of Sutton Online, Inc. (the "Securities").
1. RIGHT TO CONVERT. Subject to and upon compliance with the
provisions of this Section 5, a Holder of Debentures shall have
the right, at such Holder's option, at any time to convert such
Debentures into the Securities.
2. MECHANICS OF CONVERSION. (a) In order to exercise the conversion
right pursuant to Section 5(a) above, the Holder of Debentures to
be converted shall surrender the Debenture, duly endorsed or
assigned to the Company or in blank, at the office of the
Company, accompanied by written notice (a "Notice of Conversion")
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to the Company that the Holder thereof elects to convert such
Debenture. Unless the Securities to be transferred on conversion
are to be issued in the same name as the name in which such
Debenture is registered, each Debenture surrendered for
conversion shall be accompanied by instruments of transfer, in
form satisfactory to the Company, duly executed by the Holder or
such Holder's duly authorized attorney and, upon request by the
Company an amount sufficient to pay any transfer or similar tax
(or evidence reasonably satisfactory to the Company demonstrating
that such taxes have been paid or are not required to be paid).
3. Within fifteen (15) days after the surrender of Debentures as
aforesaid, the Company shall deliver at such office to such
Holder, or on such Holder's written order, the Securities.
6. RECORD HOLDER. The Company may deem and treat the record Holder of any
Debentures as the true and lawful owner thereof for all purposes, and
the Company shall not be affected by any notice to the contrary.
7. NOTICE. Except as may otherwise be provided for herein, all notices
referred to herein shall be in writing, and all notices hereunder shall
be deemed to have been given upon receipt. In the case of a notice of
conversion given to the Company as contemplated in Subsection 5 hereof,
or, in all other cases, upon the earlier of receipt of such notice or
three Business Days after the mailing of such notice if sent by
registered mail (unless first class mail shall be specifically
permitted for such notice under the terms of this Debenture) with
postage prepaid, addressed: if to the Company, to its principal
executive offices, or such other place as designated in a written
notice to the Holders of the Debentures, or, if to any Holder of the
Debentures, to such Holder at the address of such Holder of the
Debentures as listed in the record books of the Company; or to such
other address as the Company or Holder, as the case may be, shall have
designated by notice similarly given.
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IN WITNESS WHEREOF, this Debenture has been executed on behalf of the
Company by the undersigned on the 24th day of November 2000.
CORONA CORPORATION
By: /s/ Reid Breitman
---------------------------------
Reid Breitman, President
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