Exhibit 2(F)

                         SECURED SUBORDINATED DEBENTURE


         THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
         ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF
         COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION
         THAT SUCH REGISTRATION IS NOT REQUIRED.


No.                                                US $




                        SSGI-UST ACQUISITION CORPORATION

        6% CONVERTIBLE DEBENTURE DUE ON THE 545TH DAY AFTER THE CLOSING
             DATE OF THE MERGER OF SSGI-UST ACQUISITION CORPORATION
                     WITH AND INTO U.S. TECHNOLOGIES, INC.

        WHEREAS, STRATEGIC SOLUTIONS GROUP, INC., a corporation duly organized
and existing under the laws of the State of Delaware ("SSGI"), proposes to
effectuate a merger of its wholly-owned subsidiary, U.S. TECHNOLOGIES, INC., a
corporation duly organized and existing under the laws of the State of Florida
("UST") with SSGI-UST Acquisition Corporation ("SUAC"), a corporation duly
organized and existing under the laws of the State of Florida.

        WHEREAS, pursuant to the terms of the Agreement and Plan of Merger
entered into contemporaneously with this Debenture, SUAC shall be merged with
and into UST with UST being the surviving corporation (the "Merger") and for
which this Debenture constitutes a portion of the merger consideration payable
to SSGI.

        NOW, THEREFORE, intending to be legally bound, the parties hereto
mutually agree as follows:

        FOR VALUE RECEIVED, SUAC promises to pay to SSGI, its successor or
assign, the registered holder hereof (the "Holder"), the principal sum of
$927,000.00 (as increased for any funding provided by SSGI to UST after February
6, 1998) due on the earlier of the closing of a public offering of the shares of
stock of UST or SUAC or 545th day after the Closing of the Merger (the "Maturity
Date") and to pay interest on the principal sum outstanding in arrears upon
conversion as provided herein at the rate of 6% per annum accruing from the date
of initial issuance. Accrual of interest shall commence on the first business
day to occur after the date hereof until payment in full of the principal sum
has been made or duly provided for. Subject to the provisions of Section 4
below, the principal of, and interest on, this Debenture are payable at the
option of the Holder, in

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shares of common stock, 0.01 par value, of SUAC ("Common Stock"), or 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 SUAC as designated in writing by the
Holder from time to time. SUAC will pay the principal of and interest upon this
Debenture on the Maturity Date to the Holder addressed to the Holder at the last
address appearing on the Debenture Register. The issuance of registered Common
Stock or the forwarding of a check, as the Holder shall elect, shall constitute
a payment of principal and interest hereunder and shall satisfy and discharge
the liability for principal and interest on this Debenture to the extent of the
value of the Common Stock or sum represented by the check. As security for the
repayment of the principal of and interest on this Debenture, SUAC hereby grants
SSGI a security interest in all of its assets pursuant to a General Security
Agreement of even date herewith.

                                 SUBORDINATION

          1.      Subordination  of  Debenture  to  Senior  Indebtedness.   All
                  indebtedness  evidenced  by  this Debenture  shall, to the
                  extent and in the manner  hereinafter  set forth,  be
                  subordinated  and junior in right of  payment  to the prior
                  payment  in full of all  amounts  due under the Senior
                  Indebtedness  (as  hereinafter  defined).  For the  purposes
                  of this  Section,  the term  "Senior Indebtedness"  shall mean
                  all  indebtedness  and  obligations  of SUAC under  financing
                  leases, conditional  sale and other title retention agreements
                  and all obligations  issued or assumed as full or partial
                  payment  for  property,  whether or not  secured by a purchase
                  money  mortgage, whether  outstanding  on the date hereof or
                  hereafter  created or incurred by SUAC or UST,  which is not
                  by its terms  subordinate  and  junior to or on a parity  with
                  this  Debenture.  The term "Senior  Indebtedness"  shall also
                  include any obligation of SUAC to any trade  creditor  entered
                  into in the ordinary  course of business of SUAC or the
                  assignee of any trade  creditor  provided that such assignment
                  was in the ordinary course of business of SUAC.

          2.      Priority  of  Senior  Indebtedness  on  Distribution  of
                  Assets.  Upon  (a) any  payment  being required to be made by
                  SUAC under this Debenture  upon any  declaration  of
                  acceleration  of the principal  amount  hereof or (b) any
                  payment  or  distribution  of assets of SUAC of any kind or
                  character,  whether in money,  property or  securities,  to
                  creditors  upon any  dissolution  or winding up or total or
                  partial  liquidation  or  reorganization  of SUAC,  whether
                  voluntary  or involuntary or in bankruptcy,  insolvency,
                  receivership or other proceedings, all amounts due or to
                  become due upon,  all Senior  Indebtedness  of SUAC  shall
                  first be paid in full,  or payment thereof  provided for in
                  money,  before any payment is made on this Debenture;  and
                  upon any such declaration of  acceleration or dissolution or
                  winding up or liquidation or  reorganization,  any
                  distribution  of  assets  of SUAC  of any  kind or  character,
                  whether  in  money,  property  or securities,  to which the
                  holder - of this Debenture  would be entitled except for the
                  provisions hereof shall be paid by SUAC or by any  receiver,
                  trustee in  bankruptcy,  liquidating  trustee, agent or other
                  person  making such payment or  distribution,  or by the
                  holder of this  Debenture if received by it directly,  to the
                  holders of Senior  Indebtedness (pro rata to each such holder
                  on the basis of the respective amounts of such Senior
                  Indebtedness held by such holder),  or its representatives, to
                  the extent necessary to pay all such Senior  Indebtedness in


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<PAGE>


                  full, in money, after  giving  effect to any  concurrent
                  payment or  distribution  to or for the  benefit of the
                  holders of such Senior  Indebtedness,  before any payment or
                  distribution  is made  hereunder to holder of this Debenture.

          3.      Treatment  of Mistaken  Payments and  Distributions.  If any
                  payment or  distribution  of assets of SUAC of any kind or
                  character,  whether in money,  property or  securities,  not
                  permitted by the foregoing  shall be received by the Holder of
                  this  Debenture,  such payment or  distribution shall be held
                  for the  benefit  of, and shall be paid over or  delivered
                  to, the holders of such Senior  Indebtedness,  or  their
                  representatives,  or to  the  trustee  or  trustees  under
                  any indenture pursuant to which any instruments  evidencing
                  any of such Senior  Indebtedness may have been  issued or
                  under  which  such  instruments  are  pledged  or  secured,
                  as their  respective interests  may  appear,  for  application
                  to the  payment of all Senior  Indebtedness  remaining unpaid
                  to the extent  necessary to pay all such Senior  Indebtedness
                  in full in accordance  with its terms,  after giving effect to
                  any concurrent  payment or  distribution to or for the holders
                  of such Senior Indebtedness.

          4.      Subrogation. Subject to the payment in full of all Senior
                  Indebtedness, the Holder of this Debenture shall be subrogated
                  to the rights of the holders of Senior Indebtedness to receive
                  payment or distributions of assets of SUAC applicable to the
                  Senior Indebtedness until this Debenture shall be paid in
                  full, and no such payment or distribution to the holders of
                  Senior Indebtedness shall, as among SUAC, its creditors other
                  than the holders of Senior Indebtedness, and the Holder of
                  this Debenture, be deemed to be a payment by SUAC to or on
                  account of this Debenture.

          5.      Conversion Rights Not Subject to Subordination.
                  Notwithstanding anything to the contrary set forth above, the
                  subordination provisions of this Debenture will have no force
                  and effect and will be deemed null and void upon the
                  conversion or attempted conversion of this Debenture, in whole
                  or in part, by the Holder in accordance with the terms hereof.

         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 Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange.

         2. SUAC shall be entitled to withhold from 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 laws or other
applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

         3. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. In the event of

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<PAGE>


any proposed transfer of this Debenture, SUAC may require, prior to issuance of
a new Debenture in the name of such other person, that it receive reasonable
transfer documentation including opinions that the issuance of the Debenture in
such other name does not and will not result in a violation of the Act or any
applicable state or foreign securities laws. Prior to due presentment for
transfer of this Debenture, SUAC and any agent of SUAC may treat the person in
whose name this Debenture is duly registered on SUAC'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 SUAC nor
any such agent shall be affected by notice to the contrary.

         4. A. Subject to the other provisions of this Section 4, the Holder of
this Debenture is entitled, at its option, to convert at the time of the first
public offering of the Common Stock of SUAC subsequent to the date of this
Debenture, all or a portion of the then principal amount and accrued interest of
this Debenture into shares of Common Stock of SUAC at a conversion price for
each share of Common Stock (the "Conversion Price") equal to the public offering
price of the Common Stock less twenty (20%) percent. SUAC agrees to notify the
Holder hereof prior to the public offering mentioned herein at such time SUAC
has signed a letter of intent relating thereto. After notice of SUAC's proposed
public offering, SUAC will not without the express written approval of the
Holder attempt to repay all or a portion of the principal or interest due
hereunder.

         B. Conversion shall be effectuated by surrendering the Debentures to be
converted to SUAC with the form of conversion notice attached hereto as Exhibit
"A", executed by the Holder of the Debenture evidencing such Holder's intention
to convert this Debenture or a specified portion (as above provided) hereof, and
accompanied, if required by SUAC, by proper assignment hereof in blank. Interest
accrued or accruing from the date of issuance to the date of conversion shall,
at the option of the Holder, be paid in cash or Common Stock (based on the same
Conversion Price) upon conversion at the Conversion Date. 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. The date
on which notice of conversion is given (the "Conversion Date") shall be deemed
to be the date on which the Holder has delivered this Debenture, with the
conversion notice duly executed, to SUAC or, the date set forth in such
facsimile delivery of the notice of conversion if the Debenture is received by
SUAC within three (3) business days therefrom. Certificates representing Common
Stock upon conversion will be delivered within three (3) business days from the
close of the public offering date.

         C. The shares of stock of SUAC subject to the conversion rights of
Holder herein shall be subject to the Registration Rights Agreement between SUAC
and SSGI of even date herewith.

         5. The terms of the Agreement and Plan of Merger, dated March 20 , 1998
(the "Merger Agreement"), is incorporated herein by reference. No provision of
this Debenture shall alter or impair the obligation of SUAC, 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 or currency, herein prescribed. This
Debenture and all other Debentures now or hereafter issued of similar terms are
direct obligations of SUAC.

         6. 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 SUAC or any successor

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<PAGE>


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.

         7. If SUAC merges or consolidates with another corporation or sells or
transfers all or substantially all of its assets to another person and the
holders of the Common Stock are entitled to receive stock, securities or
property in respect of or in exchange for Common Stock, then as a condition of
such merger, consolidation, sale or transfer, SUAC and any such successor,
purchaser or transferee agree that the Debenture may thereafter be converted on
the terms and subject to the conditions set forth above into the kind and amount
of stock, securities or property receivable upon such merger, consolidation,
sale or transfer by a holder of the number of shares of Common Stock into which
this Debenture might have been converted immediately before such merger,
consolidation, sale or transfer, subject to adjustments which shall be as nearly
equivalent as may be practicable. In the event of any proposed merger,
consolidation or sale or transfer of all or substantially all of the assets of
SUAC (a "Sale"), the Holder hereof shall have the right to convert by delivering
a Notice of Conversion to SUAC within fifteen (15) days of receipt of notice of
such Sale from SUAC. In the event the Holder hereof shall elect not to convert,
SUAC may prepay all outstanding principal and accrued interest on this
Debenture, less all amounts required by law to be deducted, upon which tender of
payment following such notice, the right of conversion shall terminate.

         8. The Holder of the 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 conversion thereof except under circumstances which will not
result in a violation of the Act or any applicable state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

         9. This Debenture shall be governed by and construed in accordance with
the laws of the State of Delaware for contracts to be wholly performed in such
state and without regard to the principles thereof regarding the conflict of
laws. Each of the parties consents to the jurisdiction of the federal courts
whose districts encompass any part of the City of Wilmington or the state courts
of the State of Delaware sitting in the City of Wilmington in connection with
any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on FORUM
NON COVENIENS, to the bringing of any such proceeding in such jurisdictions.

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<PAGE>



         10. The following shall constitute an "Event of Default":

             a.       SUAC shall default in the payment of principal or interest
                      on this Debenture and such default shall remain unremedied
                      for ten (10) business days after SUAC has been notified of
                      the default in writing by a Holder; or

             b.       Any of the representations or warranties made by SUAC
                      herein, in the Merger Agreement, or in any certificate or
                      financial or other written statements furnished by SUAC in
                      connection with the execution and delivery of this
                      Debenture or the Merger Agreement shall be false or
                      misleading in any material respect at the time made; or

             c.       SUAC  fails to issue  shares of  Common  Stock to the
                      Holder  or to cause its  Transfer Agent to issue  shares
                      of Common  Stock upon  exercise  by the Holder of the
                      conversion rights of the Holder in accordance with the
                      terms of this  Debenture,  fails to transfer or to cause
                      its Transfer  Agent to transfer any  certificate  for
                      shares of Common Stock issued to the  Holder  upon
                      conversion  of this  Debenture  and when  required  by
                      this Debenture  or the  Registration  Rights  Agreement,
                      or fails to remove any  restrictive legend or to cause its
                      Transfer  Agent to transfer on any  certificate  or any
                      shares of Common  Stock  issued  to the  Holder  upon
                      conversion  of this  Debenture  as and when required by
                      this Debenture,  the Merger Agreement or the  Registration
                      Rights Agreement and any such failure  shall  continue
                      uncured for five (5) business days after SUAC has been
                      notified of such failure in writing by Holder; or

             d.       SUAC shall fail to perform or observe, in any material
                      respect, any other covenant, term, provision, condition,
                      agreement or obligation of SUAC under this Debenture and
                      such failure shall continue uncured for a period of thirty
                      (30) days after written notice from the Holder of such
                      failure; or

             e.       SUAC shall (1) admit in writing its inability to pay its
                      debts generally as they mature; (2) make an assignment for
                      the benefit of creditors or commence proceedings for its
                      dissolution; or (3) 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

             f.       A trustee, liquidator or receiver shall be appointed for
                      SUAC or for a substantial part of its property or business
                      without its consent and shall not be discharged within
                      ninety (90) days after such appointment; or

             g.       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 SUAC
                      and shall not be dismissed within ninety (90) days
                      thereafter; or

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<PAGE>


             h.       Any unappealable money judgment, writ or warrant of
                      attachment, or similar process in excess of Two Hundred
                      Thousand ($200,000) Dollars in the aggregate shall be
                      entered or filed against SUAC or any of its properties or
                      other assets and shall remain unpaid, unvacated, unbonded
                      or unstayed for a period of ninety (90) days or in any
                      event later than five (5) days prior to the date of any
                      proposed sale thereunder; or

             i.       Bankruptcy, reorganization, insolvency or liquidation
                      proceedings or other proceedings for relief under any
                      bankruptcy law or any law for the relief of debtors shall
                      be instituted by or against SUAC and, if instituted
                      against SUAC, shall not be dismissed within ninety (90)
                      days after such institution or SUAC shall by any action 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;

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 enforce any and all of the Holder's rights and
remedies provided herein or any other rights or remedies afforded by law.

         11. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of SUAC, unless and to
the extent converted in accordance with the terms hereof.


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12. Immediately after the Merger, UST shall be replaced for SUAC each and every
time the name appears herein and all obligations of SUAC herein shall be deemed
assumed by UST and this Form of Debenture shall be replaced by a new Form of
Debenture naming UST as the Maker hereunder.

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

Dated:    4/3/98      , 1998
                                        SSGI-UST ACQUISITION CORPORATION


                                        By: /s/ PETER S. STEELE
                                           ________________________________

                                        Peter S. Steele
                                        ___________________________________
                                        (Print Name)

                                        President
                                        ___________________________________
                                        (Title)


                                        AGREED AND ACCEPTED BY U.S.
                                        TECHNOLOGIES, INC. & PETER S. STEELE,
                                        PRESIDENT OF U.S. TECHNOLOGIES, INC.



                                        /s/ PETER S. STEELE
                                        ___________________________________
                                        Peter S. Steele


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<PAGE>





                                  EXHIBIT "A"


                              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 principal and interest amount of the above Debenture No. ___ into shares
of Common Stock of SSGI-UST ACQUISITION CORPORATION (the "Company") according to
the conditions hereof, as of the date written below. In converting the Debenture
No. ______________, the undersigned hereby confirms and acknowledges that the
shares of Common Stock are being acquired solely for the account of the
undersigned and not a nominee for any other party, and that the undersigned will
not offer, sell or otherwise dispose of any such shares of Common Stock, except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended.


Date of Conversion*
                   _____________________________________________________________

Applicable Conversion Price
                            ____________________________________________________


Signature
          ______________________________________________________________________
                                    [Name]

Address:
          ______________________________________________________________________


          ______________________________________________________________________





* This original Debenture and Notice of Conversion must be received by SSGI-UST
ACQUISITION CORPORATION by the third business date following the Date of
Conversion.