EXHIBIT 10.4

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.

                     DISTRIBUTION MANAGEMENT SERVICES, INC.

                            5% CONVERTIBLE DEBENTURE

                              DUE FEBRUARY 12, 2007

No. 001                             $190,000

         This Secured Debenture is issued by DISTRIBUTION MANAGEMENT SERVICES,
INC., a Florida corporation (the "Company"), to CORNELL CAPITAL PARTNERS, LP
(together with its permitted successors and assigns, the "Holder") pursuant to
exemptions from registration under the Securities Act of 1933, as amended.

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         ARTICLE 1.1 PRINCIPAL AND INTEREST. For value received, on February 12,
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 One Hundred Ninety Thousand Dollars (US $190,000), 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, not previously
paid or converted as set forth herein, 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.

         ARTICLE 1.2 OPTIONAL CONVERSION. The Holder is entitled, from time to
time, at its option, until payment in full of this Debenture, to convert, and
sell on the same day, in an amount equal up to Fifty Thousand Dollars ($50,000)
of the principal amount of the Debenture, plus accrued interest, upon the first
to occur i) ninety (90) calendar days from the date hereof or ii) the date the
Registration Statement filed pursuant to the Registration Rights Agreement dated
the date hereof is declared effective by the SEC, 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 ninety seven
percent (97%) of the lowest Closing Bid Price of the Common Stock for the three
(3) trading days immediately preceding the Conversion Date (as defined herein).
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.

         ARTICLE 1.3 RIGHT OF REDEMPTION. The Company at its option shall have
the right to redeem for cash, with three (3) business days advance written
notice (the "Redemption Notice"), a portion of or all of the outstanding
principal sum under this Debenture. The redemption price shall be equal to one
hundred twenty percent (120%) multiplied by the portion of the principal sum
being redeemed, plus any accrued and unpaid interest.

         ARTICLE 1.4 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. Management shall recommend to the
shareholders of the Company to vote in favor of increasing the number of
authorized shares of Common Stock. Management shall also vote all of its shares
of Common Stock in favor of increasing the number of authorized shares of Common
Stock.

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         ARTICLE 1.5 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 Registration Rights Agreement, between the
Company and the Holder of even date herewith (the "Registration Rights
Agreement").

         ARTICLE 1.6 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 business day immediately preceding
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.

         ARTICLE 1.7 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.

                                   ARTICLE 2.

         ARTICLE 2.1 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended without the written 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 3.

         ARTICLE 3.1 EVENTS OF DEFAULT. An Event of Default is defined as
follows: (a) failure by the Company to pay amounts due hereunder within fifteen
(15) business days of the date of maturity of this Debenture, unless otherwise
converted; (b) failure by the Company to comply with the terms of the
Irrevocable Transfer Agent Instructions attached to the Standby Equity
Distribution Agreement of even date herewith entered into between the Company
and the Holder (the "Standby Equity Distribution Agreement"), within ten (10)
business days after receipt of written notice thereof; (c) failure by the
Company's transfer agent to issue Common Stock to the Holder within five (5)
business days of the Company's receipt of the attached Notice of Conversion from
Holder; (d) failure by the Company to comply with any of its other agreements in
the Debenture within ten (10) business days after receipt of written notice
thereof; (e) events of bankruptcy or insolvency; (f) a material breach by the
Company of its obligations under the Standby Equity Distribution Agreement or
the Registration Rights Agreement which is not cured by the Company within ten
(10) business days after receipt of written notice thereof.

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         ARTICLE 3.2 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 4.

         ARTICLE 4.1 RIGHTS AND TERMS OF CONVERSION. This Debenture may be
converted into shares of Common Stock at a price equal to the Conversion Price
as described in Section 1.02 above.

         ARTICLE 4.2 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.

         ARTICLE 4.3 TERMINATION OF CONVERSION RIGHTS. The Holder's right to
convert the Debenture into the Common Stock in accordance with paragraph 1.02
and 4.01 shall terminate on the date that is the third (3rd) year anniversary
from the date hereof and all unpaid principal amounts of this Debenture, plus
accrued interest shall be, at the Company's sole option, (i) paid to the Holder
via wire transfer, to an account designated by the Holder of immediately
available funds, or (ii) automatically converted on that date in accordance with
the formula set forth in Section 1.02 hereof, and the appropriate shares of
Common Stock and amount of interest shall be issued to the Holder.
Notwithstanding the foregoing, in the event the Company elects payment pursuant
to subsection (i) herein and such amount is not received within five (5)
business days from the date this Debenture matures , the Holder may, at it sole
option, automatically convert on that date in accordance with the formula set
forth in Section 1.02 hereof.

                                   ARTICLE 5.

         ARTICLE 5.1 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 5.2 CONSENT OF HOLDER TO SELL CAPITAL STOCK. Except as set
forth in 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 Debenture remains unpaid and unconverted, the Company shall
not, without thirty (30) calendar days prior written notice to the Holder,
receipt of which is confirmed by 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

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Common Stock's fair market value determined immediately prior to its issuance,
(iii) enter into any security instrument granting the holder a security interest
in any and all assets of the Company or (iv) file any registration statement on
Form S-8.

                                   ARTICLE 6.

         ARTICLE 6.1 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:   Distribution Management Services, Inc.
                         11601 Biscayne Blvd. - Suite 201
                         Miami, Florida 33181
                         Attention: Leo Greenfield, President
                         Telephone: (305) 893-9270
                         Facsimile: (305) 893-6696

With a copy to:          Michelle Kramish Kain, P.A.
                         750 Southeast Third Avenue - Suite 100
                         Ft. Lauderdale, Florida  33316 -1953
                         Attention: Michelle Kramish Kain, Esq.
                         Telephone: (954) 768-0678
                         Facsimile: (954) 768-0158

If to the Holder:        Cornell Capital Partners, LP
                         101 Hudson Street, Suite 3606
                         Jersey City, New Jersey 07302
                         Telephone: (201) 985-8300
                         Facsimile: (201) 985-8266

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

         ARTICLE 6.2 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. 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.

         ARTICLE 6.3 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.

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         ARTICLE 6.4 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.

         ARTICLE 6.5 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 one 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.

                                    DISTRIBUTION MANAGEMENT SERVICES, INC.

                                    By:  /s/
                                        ----------------------------------------
                                    Name:  Leo Greenfield
                                    Title: President

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                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

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

TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Debenture into Shares of Common Stock of DISTRIBUTION
MANAGEMENT SERVICES, INC., according to the conditions stated therein, as of the
Conversion Date written below.

CONVERSION DATE:

APPLICABLE CONVERSION PRICE:

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:

ADDRESS:

AUTHORIZED SIGNATURE:

NAME:

TITLE:

PHONE NUMBER:

BROKER DTC PARTICIPANT CODE:

ACCOUNT NUMBER:

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