RESTRUCTURE AGREEMENT

     This RESTRUCTURE  AGREEMENT (this "Agreement"),  dated as of June 15, 2003,
is entered into by and among Americana Publishing,  Inc., a Colorado corporation
("Company"), Advantage Fund I, LLC, ("Advantage").

                               W I T N E S S E T H

     WHEREAS,  on or about  April 1, 2002,  the  investors  named on  Schedule 1
hereto  (the  "Original  Investors")  made  several  loans to the Company in the
principal  aggregate amount of Two Hundred Forty Thousand Dollars  ($240,000) in
the individual amounts set forth on Schedule 1 hereto (the "Loans");

     WHEREAS,  in connection with the Loans,  the Company caused to be issued to
the  Original  Investors  warrants to purchase  shares of the  Company's  Common
Stock,  including  certain  "Class A Warrants,"  certain  "Class B Warrants" and
other warrants (collectively, the "Warrants");

     WHEREAS,  the  Loans and  Warrants  are  evidenced  by  certain  documents,
including  as follows:  12% Senior  Secured  Convertible  Debenture  and Warrant
Purchase  Agreements,   Note  and  Warrant  Purchase   Agreements,   Convertible
Promissory  Notes  (the  "Promissory  Notes"),  12% Senior  Secured  Convertible
Debentures (the  "Debentures"),  the Warrants,  and certain  Registration Rights
Agreements (collectively, the "Financing Documents");

     WHEREAS,  Advantage  has purchased all right and title to the Loans and the
Warrants  from the Original  Investors,  and has obtained  assignments  from the
Original Investors as to the Loans, the Warrants,  and the Financing  Documents,
pursuant to certain purchase  agreements  entered into by and between  Advantage
and the Original Investors (collectively, the "Assignment Agreements");

     WHEREAS,  Company and Advantage have agreed to enter into this  Restructure
Agreement to acknowledge  the Assignment  Agreements,  to amend the terms of the
Loans, and exercise and/or cancel certain Warrants;

     NOW, THEREFORE, for valuable consideration,  the receipt and sufficiency of
which are hereby acknowledged, it is agreed as follows:

     A. REPLACEMENT OF FINANCING DOCUMENTS

          1.  Replacement  Debenture.  All  documents  evidencing  the Loans are
     hereby  cancelled,  superseded  and  replaced  in  their  entirety  by  the
     Debenture attached hereto as Exhibit A (the "Replacement Debenture"). As of
     June 15, 2003,  the parties agree there is a compromised  amount of $97,195
     owing in accrued interest,  penalties,  fees,  liquidated damages and other
     costs and expenses  incurred  and/or  accrued.  Accordingly,  the principal
     amount of the Replacement  Debenture reflects the original principal amount
     of  the  Loans  of  $240,000  and  a  recapitalization   of  the  foregoing
     compromised amount, for a total new principle amount of $337,195.

          2. Replacement Registration Rights Agreement. All documents evidencing
     rights of  registration  are hereby  cancelled,  superseded and replaced in
     their entirety by the  Registration  Rights  Agreement  attached  hereto as
     Exhibit B (the "Replacement Registration Rights Agreement").

          3. Financing Documents. As a result of the foregoing,  and pursuant to
     the terms and conditions of this Agreement,  the Financing  Documents,  and
     each of them,  are hereby  cancelled and rescinded in their  entirety,  and
     replaced  entirely  and  exclusively  by this  Agreement  and the  Exhibits

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