THIS DEBENTURE,  AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE  (COLLECTIVELY,
THE  "SECURITIES"),  HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES
AND  EXCHANGE  COMMISSION  OR  THE  SECURITIES  COMMISSION  OF  ANY  STATE.  THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM  REGISTRATION  UNDER
REGULATION  D  PROMULGATED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE
"ACT").  THE SECURITIES ARE  "RESTRICTED"  AND MAY NOT BE OFFERED OR SOLD UNLESS
THE  SECURITIES  ARE  REGISTERED  UNDER THE ACT,  PURSUANT  TO  REGULATION  D OR
PURSUANT TO AVAILABLE  EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE ACT
AND THE  COMPANY  WILL BE  PROVIDED  WITH  OPINION  OF  COUNSEL  OR  OTHER  SUCH
INFORMATION  AS IT MAY  REASONABLY  REQUIRE TO CONFIRM THAT SUCH  EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                                    DEBENTURE


                            HEALTH EXPRESS USA, INC.


                            5% CONVERTIBLE DEBENTURE


                               DUE OCTOBER 3, 2006


No.  004

                                                            $60,000.00

         This  Debenture  is issued  by  HEALTH  EXPRESS  USA,  INC.,  a Florida
corporation (the "Company"), to CHARLES D. BLEIWISE (together with its permitted
successors and assigns,  the "Holder")  pursuant to exemptions from registration
under the Securities Act of 1933, as amended.

                                   ARTICLE I.

                  SECTION 1.01 PRINCIPAL AND INTEREST.  For value  received,  on
         October 3, 2003,  the  Company  has issued to Charles D.  Bleiwise  the
         Holder this  convertible  debenture No. 004 dated October 3, 2003,  the
         Company  hereby  promises  to pay to the order of the  Holder in lawful
         money of the United  States of  America  and in  immediately  available
         funds the  principal  sum of Sixty  Thousand  Dollars (US  $60,000.00),
         together with interest on the unpaid principal of this Debenture at the
         rate of five percent (5%) per year  (computed on the basis of a 365-day
         year and the actual days elapsed) from the date of this Debenture until
         paid.  At the Company's  option,  the entire  principal  amount and all

<PAGE>

         accrued  interest  shall be either  (a) paid to the Holder on the third
         (3rd)  year  anniversary  from  the date  hereof  or (b)  converted  in
         accordance with Section 1.02 herein.

                  SECTION 1.02 OPTIONAL CONVERSION.  The Holder is entitled,  at
         its  option,  to  convert,  at any time and  from  time to time,  until
         payment  in full of this  Debenture,  all or any part of the  principal
         amount of the  Debenture,  plus  accrued  interest,  into  shares  (the
         "Conversion  Shares") of the Company's  common stock,  par value $0.001
         per share  ("Common  Stock"),  at the price per share (the  "Conversion
         Price")  equal to the  lesser  of (a) an  amount  equal to one  hundred
         twenty (120%) of the closing bid price of the Common Stock as listed on
         a Principal  Market (as defined  herein),  as quoted by Bloomberg  L.P.
         (the "Closing Bid Price") as of the date hereof, or (b) an amount equal
         to eighty  percent (80%) of the average of the three (3) lowest Closing
         Bid  Prices  of  the  Common  Stock  for  the  five  (5)  trading  days
         immediately   preceding  the  Conversion  Date  (as  defined   herein).
         Subparagraphs  (a) and (b)  above  are  individually  referred  to as a
         "Conversion  Price". As used herein,  "Principal Market" shall mean The
         National  Association  of Securities  Dealers  Inc.'s  Over-The-Counter
         Bulletin Board, Nasdaq SmallCap Market, or American Stock Exchange.  If
         the Common Stock is not traded on a Principal  Market,  the Closing Bid
         Price shall mean, the reported  Closing Bid Price for the Common Stock,
         as furnished by the National  Association of Securities Dealers,  Inc.,
         for the applicable periods. No fraction of 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. To convert
         this Debenture, the Holder hereof shall deliver written notice thereof,
         substantially  in the  form  of  Exhibit  "A" to this  Debenture,  with
         appropriate insertions (the "Conversion Notice"), to the Company at its
         address as set forth herein.  The date upon which the conversion  shall
         be effective (the "Conversion Date") shall be deemed to be the date set
         forth in the Conversion Notice.

                  SECTION 1.03  RESERVATION  OF COMMON STOCK.  The Company shall
         reserve and keep available out of its authorized but unissued shares of
         Common  Stock,  solely for the purpose of effecting  the  conversion of
         this  Debenture,  such  number of shares of Common  Stock as shall from
         time to time be  sufficient to effect such  conversion,  based upon the
         Conversion Price. If at any time the Company does not have a sufficient
         number of Conversion Shares authorized and available,  then the Company
         shall call and hold a special meeting of its stockholders  within sixty
         (60) days of that time for the sole purpose of increasing the number of
         authorized shares of Common Stock.

                  SECTION  1.04 RIGHT OF  REDEMPTION.  The Company at its option
         shall  have the right to  redeem,  with ten (10) days  advance  written
         notice  (the  "Redemption   Notice"),  a  portion  or  all  outstanding
         convertible debenture. The redemption price shall be one hundred twenty
         percent (120%) of the amount redeemed plus accrued  interest.  Once the
         Company  has  issued to the Holder a  Redemption  Notice the Holder may
         continue to execute  conversions  only as long as the closing bid price
         of the Company's  Common Stock the day prior to conversion is above the
         closing bid price of the Company's Common Stock on the Closing Date.



                                       2
<PAGE>


                  SECTION 1.05 INTEREST  PAYMENTS.  The interest so payable will
         be paid at the time of  maturity or  conversion  to the person in whose
         name  this  Debenture  is  registered.  At the time  such  interest  is
         payable, the Company, in its sole discretion, may elect to pay interest
         in cash (via wire transfer or certified funds) or in the form of Common
         Stock.  In the event of default,  as  described  in Article III Section
         3.01 hereunder,  the Holder may elect that the interest be paid in cash
         (via wire transfer or certified  funds) or in the form of Common Stock.
         If paid in the form of Common  Stock,  the amount of stock to be issued
         will be  calculated  as  follows:  the value of the stock  shall be the
         Closing Bid Price on: (i) the date the interest payment is due; or (ii)
         if the  interest  payment is not made when due,  the date the  interest
         payment is made.  A number of shares of Common Stock with a value equal
         to the amount of interest  due shall be issued.  No  fractional  shares
         will be  issued;  therefore,  in the event that the value of the Common
         Stock per share does not equal the total interest due, the Company will
         pay the balance in cash.

                  SECTION  1.06  PAYING  AGENT  AND  REGISTRAR.  Initially,  the
         Company will act as paying agent and registrar.  The Company may change
         any paying agent,  registrar, or Company-registrar by giving the Holder
         not less than ten (10) business days' written notice of its election to
         do so,  specifying the name,  address,  telephone  number and facsimile
         number of the paying  agent or  registrar.  The  Company may act in any
         such capacity.

                  SECTION 1.07 SUBORDINATED NATURE OF DEBENTURE.  This Debenture
         and all payments  hereon,  including  principal  or interest,  shall be
         subordinate  and junior in right of payment to all accounts  payable of
         the Company  incurred in the  ordinary  course of business  and/or bank
         debt of the Company.

                                  ARTICLE II.

                  SECTION 2.01  AMENDMENTS AND WAIVER OF DEFAULT.  The Debenture
         may not be amended with the consent of the Holder.  Notwithstanding the
         above,  without the consent of the Holder, the Debenture may be amended
         to  cure  any  ambiguity,  defect  or  inconsistency,  to  provide  for
         assumption  of the  Company  obligations  to the  Holder or to make any
         change that does not adversely affect the rights of the Holder.

                                  ARTICLE III.

                  SECTION 3.01 EVENTS OF DEFAULT. An Event of Default is defined
         as follows:  (a)  failure by the  Company to pay amounts due  hereunder
         within fifteen (15) days of the date of maturity of this Debenture; (b)
         failure by the  Company's  transfer  agent to issue Common Stock to the
         Holder  within ten (10) days of the  Company's  receipt of the attached
         Notice of  Conversion  from Holder;  (c) failure by the Company for ten
         (10) days after notice to it to comply with any of its other agreements
         in the Debenture; (d) events of bankruptcy or insolvency;


                                       3
<PAGE>

                                  ARTICLE IV.

                  SECTION 4.01 RIGHTS AND TERMS OF CONVERSION.  This  Debenture,
         in whole or in part, may be converted at any time following the date of
         closing, into shares of Common Stock at a price equal to the Conversion
         Price as described in Section 1.02 above.

                  SECTION 4.02 RE-ISSUANCE OF DEBENTURE.  When the Holder elects
         to convert a part of the  Debenture,  then the Company  shall reissue a
         new  Debenture  in the same form as this  Debenture  to reflect the new
         principal amount.

                  SECTION 4.03  TERMINATION OF CONVERSION  RIGHTS.  The Holder's
         right to convert the Debenture into the Common Stock in accordance with
         paragraph 4.01 shall terminate on the date that is the third (3rd) year
         anniversary   from  the  date  hereof  and  this  Debenture   shall  be
         automatically converted on that date in accordance with the formula set
         forth in Section  4.01  hereof,  and the  appropriate  shares of Common
         Stock and amount of interest shall be issued to the Holder.

                                   ARTICLE V.

                  SECTION  5.01  ANTI-DILUTION.  In the event  that the  Company
         shall at any time subdivide the outstanding  shares of Common Stock, or
         shall  issue a stock  dividend on the  outstanding  Common  Stock,  the
         Conversion Price in effect immediately prior to such subdivision or the
         issuance of such dividend shall be  proportionately  decreased,  and in
         the event that the Company  shall at any time  combine the  outstanding
         shares of Common  Stock,  the  Conversion  Price in effect  immediately
         prior to such combination shall be proportionately increased, effective
         at the close of business on the date of such  subdivision,  dividend or
         combination as the case may be.

                                  ARTICLE VI.

                  SECTION 6.01 NOTICE. Notices regarding this Debenture shall be
         sent to the parties at the following addresses, unless a party notifies
         the other parties, in writing, of a change of address:

If to the Company, to:             Health Express USA, Inc.
                                   1761 W. Hillsboro Blvd., Suite 203
                                   Deerfield Beach, FL 33442
                                   Attention:   Douglas Baker
                                                Chief Executive Officer
                                   Telephone:   (954) 570-5900
                                   Facsimile:   (954) 570-5917


                                       4
<PAGE>

With a copy to:                    Kirkpatrick & Lockhart LLP
                                   201 South Biscayne Boulevard - Suite 2000
                                   Miami, FL  33131-2399
                                   Attention:   Clayton E. Parker, Esq.
                                   Telephone:   (305) 539-3300
                                   Facsimile:   (305) 358-7095

If to the Holder:                  Charles D. Bleiwise
                                   15 Jade Meadow Drive
                                   Springfield, NJ 07081




                  SECTION 6.02 GOVERNING LAW. This Debenture  shall be deemed to
         be made under and shall be construed in accordance with the laws of the
         State of Florida without giving effect to the principals of conflict of
         laws thereof.

                  SECTION  6.03  SEVERABILITY.  The  invalidity  of  any  of the
         provisions of this Debenture  shall not invalidate or otherwise  affect
         any of the other  provisions of this  Debenture,  which shall remain in
         full force and effect.

                  SECTION 6.04 ENTIRE  AGREEMENT AND AMENDMENTS.  This Debenture
         represents the entire agreement between the parties hereto with respect
         to  the  subject  matter  hereof  and  there  are  no  representations,
         warranties or commitments,  except as set forth herein.  This Debenture
         may be amended only by an instrument in writing executed by the parties
         hereto.

                  SECTION 6.05  COUNTERPARTS.  This Debenture may be executed in
         multiple  counterparts,  each of which shall be an original, but all of
         which shall be deemed to constitute on instrument.



IN WITNESS WHEREOF,  with the intent to be legally bound hereby,  the Company as
executed this Debenture as of the date first written above.

                                             HEALTH EXPRESS USA, INC.

                                             By:
                                                --------------------------------
                                             Name:    Douglas Baker
                                             Title:   Chief Executive Officer





                                       5
<PAGE>






                                   EXHIBIT "A"


                              NOTICE OF CONVERSION


           (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE NOTE)



TO:

         The undersigned hereby  irrevocably elects to convert  $____________ of
the  principal  amount of the above Note into  Shares of Common  Stock of Health
Express  USA,  Inc.,  according  to the  conditions  stated  therein,  as of the
Conversion Date written below.


CONVERSION DATE:
                            ----------------------------------------------------
APPLICABLE CONVERSION PRICE:
                            ----------------------------------------------------
SIGNATURE:
                            ----------------------------------------------------
NAME:
                            ----------------------------------------------------
ADDRESS:
                            ----------------------------------------------------
AMOUNT TO BE CONVERTED:  $
                            ----------------------------------------------------
AMOUNT OF DEBENTURE
UNCONVERTED: $
                            ----------------------------------------------------
CONVERSION PRICE PER SHARE:$
                            ----------------------------------------------------
NUMBER OF SHARES OF COMMON
STOCK TO BE ISSUED:
                            ----------------------------------------------------
PLEASE ISSUE THE SHARES OF
COMMON STOCK IN THE FOLLOWING
NAME AND TO THE FOLLOWING
ADDRESS:
                            ----------------------------------------------------
ISSUE TO:
                            ----------------------------------------------------
AUTHORIZED SIGNATURE:
                            ----------------------------------------------------
NAME:
                            ----------------------------------------------------
TITLE:
                            ----------------------------------------------------
PHONE NUMBER:
                            ----------------------------------------------------
BROKER DTC PARTICIPANT CODE:
                            ----------------------------------------------------
ACCOUNT NUMBER:
                            ----------------------------------------------------


                                       A-1