Exhibit 10.3

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

                            PACER HEALTH CORPORATION

                            5% CONVERTIBLE DEBENTURE

                              DUE DECEMBER 26, 2005


No. ___                                                              $250,000.00

         This Debenture is issued by PACER HEALTH CORPORATION, a Florida
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
December 26, 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 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.

         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

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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 $0.0001 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 Company's 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 lowest daily 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 RIGHT OF REDEMPTION. The Company at its option shall have
the right to redeem, with fifteen (15) 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.

         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.

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         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 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 redemption 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"). 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

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<PAGE>

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.

                                  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

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<PAGE>

determined immediately prior to its issuance, (iii) enter into any security
instrument granting the holder a security interest in any of the assets of the
Company, or (iv) file any registration statement on Form S-8.

                                  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:   Pacer Health Corporation
                         7759 N. W. 146th Street
                         Miami Lakes, Florida  33016
                         Attention:        Rainier Gonzalez
                         Telephone:        (305) 828-7660
                         Facsimile:        (305) 828-2551

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

If to the Holder:        _______________________________________________________
                         _______________________________________________________
                         _______________________________________________________
                         _______________________________________________________
                         Telephone: ____________________________________________
                         Facsimile: ____________________________________________

With a copy to:          Butler Gonzalez LLP
                         1000 Stuyvesant Avenue - Suite 6
                         Union, New Jersey 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 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.

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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.

         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.

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

                                                       PACER HEALTH CORPORATION

                                                       By: /s/ Rainier Gonzalez
                                                           --------------------
                                                       Name:    Rainier Gonzalez
                                                       Title:   President

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<PAGE>

                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

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

TO:

         The undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Debenture into Shares of Common Stock of Pacer Health
Corporation, 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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