EXHIBIT 10.11
                                  -------------


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.


                                SECURED DEBENTURE


                        MEDICAL STAFFING SOLUTIONS, INC.


                            5% CONVERTIBLE DEBENTURE


                               DUE MARCH ___, 2006


No.  ___                                                                $250,000


     This Debenture is issued by Medical Staffing Solutions, Inc., a Nevada
corporation (the "COMPANY"), to ____________________________ (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 March 11, 2004,
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 Two Hundred Fifty Thousand Dollars (US $250,000), 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 accrued interest shall be either (a) paid to the Holder
on the second (2nd) year anniversary from the date hereof or (b) converted in
accordance with Section 1.02 herein.
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     Section 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its option, to
convert, and sell on the same day, 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 fifteen percent (115%) 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 five percent (85%) of the lowest Closing Bid Price of the Common
Stock, as quoted by Bloomberg, LP, 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 fifteen (15) business days advance written notice (the
"REDEMPTION NOTICE"), a portion or all outstanding convertible debenture. The
redemption price shall be one hundred fifteen percent (115%) of the amount
redeemed plus accrued interest.

     In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture, the Holder shall receive a warrant to purchase ten
thousand (10,000) shares of the Company's Common Stock for every One Hundred
Thousand Dollars ($100,000) redeemed, pro rata. (the "WARRANT") The Warrant
shall be exercisable on a "cash basis" and have an exercise price of one hundred
twenty percent (120%) of the Closing Bid Price of the Company's Common Stock on
the Closing Date. The Warrant shall have "piggy-back" and demand registration
rights and shall survive for two (2) years from the Closing Date.

     Section 1.05 REGISTRATION RIGHTS. The Company is obligated to register the
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a

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<PAGE>

Registration Rights Agreement, between the Company and the Holder of even date
herewith (the "INVESTOR REGISTRATION RIGHTS AGREEMENT").

     Section 1.06 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 Holder, in its sole
discretion, may elect to receive the 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 1.07 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 1.08 SECURED NATURE OF DEBENTURE. This Debenture is secured by all
of the assets and property of the Company as set forth on Exhibit A to the
Security Agreement dated the date hereof between the Company and the Holder (the
"SECURITY AGREEMENT"), subordinated to the rights of secured parties which have
entered into factoring agreements with the Company now and in the future. As set
forth in the Security Agreement, Holder's security interest shall terminate upon
the occurrence of an Expiration Event as defined in the Security Agreement.

                                  ARTICLE II.

     Section 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without 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 to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Securities Purchase Agreement; (c) failure by the Company's transfer agent to
issue freely tradeable Common Stock to the Holder within five (5) days of the
Company's receipt of the attached Notice of Conversion from Holder; (d) failure
by the Company for ten (10) days after notice to it to comply with any of its
other agreements in the Debenture; (e) events of bankruptcy or insolvency; (f) a
breach by the Company of its



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<PAGE>


obligations under the Securities Purchase Agreement or the Investor Registration
Rights Agreement which is not cured by the Company within ten (10) days after
receipt of written notice thereof.

     Section 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK. As indicated in
Article III Section 3.01, a breach by the Company of its obligations under the
Investor Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest thereon. The
Company acknowledges that failure to honor a Notice of Conversion shall cause
irreparable harm to the Holder.

                                  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 second (2nd) 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.

     Section 5.02 CONSENT OF HOLDER TO SELL CAPITAL STOCK OR GRANT SECURITY
INTERESTS. Except for the Standby Equity Distribution Agreement dated the date
hereof between the Company and Cornell Capital Partners, LP. so long as any of
the principal of or interest on this Note remains unpaid and unconverted, the
Company shall not, without the prior consent of the Holder, issue or sell (i)
any Common Stock or Preferred Stock without consideration or for a consideration
per share less than its fair market value determined immediately prior to its
issuance, (ii) issue or sell any Preferred Stock, warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock without consideration or for a consideration per
share less than such Common Stock's fair market value determined immediately
prior to its issuance, (iii) enter into any security instrument granting the

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<PAGE>


holder a security interest in any of the assets of the Company, or (iv) file any
registration statement on Form S-8 until at least six (6) month after the
effective date of the registration statement filed pursuant the Registration
Rights Agreement.

                                  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:          Medical Staffing Solutions, Inc.
                                8150 Leesburg Pike - Suite 1200
                                Vienna, VA   22182
                                Attention:        Dr. B.B. Sahay, President
                                Telephone:        (703) 641-8890
                                Facsimile:        (703) 641-8949

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:



With a copy to:                 Butler Gonzalez LLP
                                1416 Morris Avenue - Suite 207
                                Union, NJ 07083
                                Attention:        David Gonzalez, Esq.
                                Telephone:        (908) 810-8588
                                Facsimile:        (908) 810-0973


     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 Nevada
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the jurisdiction of the U.S. District Court sitting in the
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, New Jersey in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on FORUM NON CONVENIENS to
the bringing of any such proceeding in such jurisdictions.

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<PAGE>

     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.

                                        MEDICAL STAFFING SOLUTIONS, INC.

                                        By:        /s/ B. B. Sahay
                                           -----------------------------
                                           Name:    Dr. B.B. Sahay
                                           Title: President





<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 Medical Staffing
Solutions, 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:                 ________________________________________________



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