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


                          ELITE FLIGHT SOLUTIONS, INC.


                        5% SECURED CONVERTIBLE DEBENTURE


                              DUE SEPTEMBER 9, 2008


No.  ___                                                               $250,000

         This Secured Debenture is issued by ELITE FLIGHT SOLUTIONS,  INC. F/K/A
CARCORP USA CORPORATION,  a Delaware  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.

ARTICLE I.

         SECTION 1.01 PRINCIPAL AND INTEREST.  For value received,  on September
9, 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 Two  Hundred  Fifty  Thousand  (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 fifth  (5th)  year  anniversary  from the date  hereof or (b)
converted in accordance with Section 1.02 herein.


<PAGE>

         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)
twenty-five cents ($0.25), or (b) an amount equal to eighty percent (80%) of the
lowest  Closing  Bid Price 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.   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.

         SECTION 1.04 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 "Investor  Registration Rights
Agreement").

         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  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

                                       2
<PAGE>

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 SECURED NATURE OF DEBENTURE.  This Debenture is secured by
all of the  property  of the  Company as set forth on Exhibit A to the  Security
Agreement  dated the date hereof between the Company and the Buyers set forth on
Schedule I to the Security Agreement (the "Security Agreement").

                                  ARTICLE II.

         SECTION 2.01 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 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 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 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.


                                       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 fifth (5th) 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.  Except for the
Equity Line of Credit  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 holder a security  interest in
any and all assets of the  Company or (iv) file any  registration  statement  on
Form S-8.


                                       4
<PAGE>

                                  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:          Carcorp USA Corporation
                                5550 Bee Ridge Road, Suite e-3
                                Sarasota, FL  34232
                                Attention:        Greg Love
                                Telephone:        (941) 343-9966
                                Facsimile:        (941) 342-7776


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
                                1000 Stuyvesant Avenue - Suite 6
                                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
Delaware  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.

         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,

                                       5
<PAGE>

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.

         Section  6.06  CONVERSION  RESTRICTIONS.  Holder  may not  convert  the
Debenture to the extent such  conversion  would  result in the Holder,  together
with any affiliate  thereof,  beneficially  owning (as  determined in accordance
with Section  13(d) of the  Securities  Exchange  Act and the rules  promulgated
thereunder)  in  excess of 9.99% of the then  issued  and  outstanding  share of
Company's  common stock during any sixty (60) day period.  The Holder shall have
the authority to determine whether the restriction of this section shall limit a
particular  conversion.  The  provisions of this section may be waived by Holder
upon not less than sixty-five (65) days prior notice to the Company.




                                       6

<PAGE>




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

                               ELITE FLIGHT SOLUTIONS, INC.

                               By:/s/ Gregory Love
                                 ------------------------------
                               Name:    Gregory Love
                               Title:   President/CEO



                                       7

<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 ELITE FLIGHT SOLUTIONS, 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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