Exhibit
4.3

     

    Three
(3) Year, Eight Percent (8%)

    Convertible
Debenture

    Due
December 31, 2012

     

    FOR VALUE
RECEIVED, International Medical Staffing, Inc., a for-profit corporation that is
organized and that exists under the Laws of the State of Delaware, and which has
its principal place of business at the address of 340 Eisenhower Drive, Suite
610, Savannah, Chatham County, Georgia, 31405 (hereinafter the “Corporation”),
hereby unconditionally promises and agrees to pay to _____________ (hereinafter
the “Holder”) or his, her or its assigns, heirs, beneficiaries,
successors-in-interest and/or endorsees the sum and total amount of
________________ Thousand United States Dollars ($____________.00) (hereinafter
the “Principal Amount”) upon the terms and conditions contained in this Three
(3) Year, Eight Percent (8%) Convertible Debenture (hereinafter “Convertible
Debenture”).

     

    1.           Terms of
Repayment. On or before December 31, 2012, unless otherwise converted as
set out in Paragraph 6 of this Convertible Debenture, the Corporation shall
satisfy and pay in United States Dollars (USD) any and all then outstanding
balance of the Principal Amount of this Convertible Debenture to the Holder
hereof at the address contained in this Convertible Debenture or as otherwise
specified in accordance with Paragraph 16.

     

    a.           Reinstatement. The
Corporation further agrees that, if any payment made by the Corporation or any
other person is applied to this Convertible Debenture and is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid to the Corporation,
its estate, trustee, receiver or any other party, including, without limitation,
under any bankruptcy law, state or federal law, common law or equitable cause,
then, to the extent of such payment or repayment, the Corporation’s liability
hereunder shall be and remain in full force and effect, as fully as if such
payment had never been made.

     

    2.           Prepayments
and Redemption. Notwithstanding the Terms of Repayment in Paragraph 1,
the Corporation may prepay, as a whole at any time or in part from time to time,
all or any part of the Principal Amount of this Convertible Debenture at any
time prior to December 31, 2012. Upon any such prepayments, the Principal Amount
shall adjusted accordingly.

     

    a.           Redemption
Right.  In addition, in the sole and absolute discretion of the
Corporation, this Convertible Debenture may be redeemed at any time prior to
maturity, as a whole at any time or in part from time to time, at the office of
the Corporation, upon written notice to the Holder hereof as required by this
Paragraph.  At the time of any such redemption, the Corporation shall
also pay any and all accrued interest as of the date of the
redemption.

     

    b.           Notice.  Notice
of redemption shall be mailed to the Holder hereof not less than thirty (30) nor
more than sixty (60) days prior to the date fixed for redemption. If this
Convertible Debenture is redeemed in part, the Corporation shall, without charge
to the Holder hereof, execute and deliver to the said Holder hereof a
Convertible Debenture for the unredeemed balance of the Principal Amount in this
Convertible Debenture form.


    
      
         


      

      
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    3.           Interest.  Any
unpaid portion of the Principal Amount shall bear and accrue interest at the
rate of eight percent (8%) simple interest per annum. All interest payments
shall be paid in United States Dollars (USD) to the Holder hereof at the address
contained in this Convertible Debenture or as otherwise specified in accordance
with Paragraph 6.  Interest payments shall be made annually during the
term of this Convertible Debenture and at maturity upon the following “Interest
Payment Schedule”.

    


    
      
        	
                Payment/Coupon Number

              	 
      	
                Payment Date

              
	 
      	 
      	 
      
	
                No.
      1

              	 
      	
                December
      31, 2010

              
	
                No.
      2

              	 
      	
                December
      31, 2011

              
	
                No.
      3

              	
                  

              	
                December
      31, 2012

              


      

    

     

    a.           Interest
at Conversion.  At the time of any Conversion pursuant to and
in accordance with Paragraph 6 hereof, the Corporation will pay interest that
has accrued upon any portion of the Principal Amount that is converted,
commencing from the date of the immediately-prior interest payment made by the
Corporation and the date of conversion as defined by Paragraph 6.

     

    4.           Usury.  In
no event shall the amount of interest paid or agreed to be paid hereunder exceed
the highest lawful rate permissible under applicable law. Any excess amount of
deemed interest shall be null and void and shall not interfere with or affect
the Corporation’s obligation to repay the principal of and interest on the
Convertible Debenture. This confirms that the Corporation and, by its acceptance
of this Convertible Debenture, the Holder intend to contract in strict
compliance with applicable usury laws from time to time in effect. Accordingly,
the Corporation and the Holder stipulate and agree that none of the terms and
provisions contained herein shall ever be construed to create a contract to pay,
for the use or forbearance of money, interest in excess of the maximum amount of
interest permitted to be charged by applicable law from time to time in
effect.

     

    5.           Liability
of the Corporation.

     

    This Convertible Debenture is the
obligation of the Corporation only, and no recourse shall be had for the payment
of this Debenture or of any interest hereon against any shareholder, officer,
employee or director of the Corporation, either directly or through the
Corporation, by virtue of any statute for the enforcement of any assessment or
otherwise. The holder or holders of this Convertible Debenture, by acceptance
hereof, and as part of the consideration for this Debenture, release all claims
and waive all liabilities against the foregoing persons in connection with this
Debenture. The Corporation is unconditionally, and without regard to the
liability of any other person, liable for the payment and performance of this
Convertible Debenture, and such liability shall not be affected, released,
discharged, exonerated or changed by an extension of time or renewal of this
Convertible Debenture or of the Terms of Repayment set out
herein.


    
      
         


      

      
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    6.           Conversion.

     

    a.           Conversion Right;
Date. The Holder hereof shall have the option, at any time before
December 31, 2012, to convert the outstanding Principal Amount, or part thereof,
of this Convertible Debenture into fully-paid and non-assessable shares of
Corporation’s Common Stock (the “Common Stock”) at the conversion rate of
fifteen cents ($0.15) per share.

     

    b.           Method of Exercise.
To exercise any conversion, the Holder of this Convertible Debenture shall
surrender the Convertible Debenture to the Corporation during usual business
hours at the offices of the Corporation, accompanied by a written notice in the
form attached hereto as Exhibit “A,” Notice of Conversion, and made a part
hereof.

     

    c.           Delivery of Shares.
As promptly as practicable, but in no event no later than fourteen (14) business
days after the surrender of this Convertible Debenture by the Holder in the
manner required herein, the Corporation shall deliver or cause to be delivered
to the Holder, certificates for the full number of shares of Common Stock
issuable upon conversion of this Convertible Debenture, in accordance with the
provisions hereof, together with a duly executed new Convertible Debenture of
the Corporation in the form of this Convertible Debenture for any remaining
Principal Amount not so converted. Such conversion shall be deemed to have been
made at the time that this Convertible Debenture was surrendered for conversion
and the notice specified herein shall have been received by the
Corporation.

     

    d.           Adjustments. The
number of shares of Common Stock issuable upon conversion of this Convertible
Debenture or repayment by the Corporation in shares shall be proportionately
adjusted if the Corporation shall declare a dividend of capital stock on its
capital stock, or subdivide its outstanding capital stock into a larger number
of shares by reclassification, stock split or otherwise, which adjustment shall
be made effective immediately after the record date in the case of a dividend,
and immediately after the effective date in the case of a subdivision. The
number of shares of Common Stock issuable upon conversion of this Convertible
Debenture or any part thereof shall be proportionately adjusted in the amount of
securities for which the shares of Common Stock have been changed or exchanged
in another transaction for other stock or securities, cash and/or any other
property pursuant to a merger, consolidation or other combination. The
Corporation shall promptly provide the holder of this Convertible Debenture with
notice of any events mandating an adjustment to the conversion ratio, or for any
planned merger, consolidation, share exchange or sale of the Corporation, signed
by the President or Chief Executive Officer of Corporation.

     

    7.           Series.
This Convertible Debenture is one of a duly authorized series of debentures of
the Corporation designated as its Three (3) Year, Eight Percent (8%) Convertible
Debenture Series (hereinafter the “Convertible Debenture Series”) in the
aggregate amount of up to Three Million, Five Hundred United States Dollars
($3,500,000.00) (USD). All debentures of this series rank equally and ratably
without priority over one another.


    
      
         


      

      
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    8.           Covenants.
So long as any Principal Amount is due hereunder and remains unpaid, the
Corporation will, unless the Holder shall otherwise consent in
writing:

     

    a.           Maintain
and preserve its existence, rights and privileges;

     

    b.           Other
than financing (e.g. revolving credit facility, factoring agreement or
convertible debentures payable) for up to One Million United States Dollars
($1,000,000.00) (USD), the Company will not incur any further indebtedness,
other than indebtedness incurred in the ordinary course of business or as
otherwise outstanding on the date hereof, unless such indebtedness is
subordinated to the prior payment in full of this Convertible Debenture on terms
reasonably satisfactory to the Holder;

     

    c.           Other
than as contemplated and set out in that Plan of Reorganization, refrain from:
(i) directly or indirectly selling, leasing or otherwise disposing of: (A) any
of its property or assets other than in its ordinary course of business or (B)
substantially all of its properties and assets, in the aggregate, to any
person(s), whether in one transaction or in a series of transactions over any
period of time, (ii) merge into or with or consolidate with any other person, or
(iii) adopt any plan or arrangement for the dissolution or liquidation of the
Corporation or the redemption or repurchase of any of its capital
stock;

     

    d.           Give
written notice to Holder upon the occurrence of an Event of Default (as defined
below) or any event but for the giving of notice or lapse of time, or both,
would constitute an Event of Default within five (5) Business Days of such
event;

     

    e.           Comply
in all material respects with all applicable laws (whether federal, state or
local and whether statutory, administrative or judicial or other) and with every
applicable lawful governmental order (whether administrative or
judicial);

     

    f.           Refrain
from: (i) making any advance or loan to any person, firm or corporation, except
for reasonable travel or business expenses advanced to the Corporation's
employees or independent contractors in the ordinary course of business, or (ii)
acquiring all or substantially all of the assets of another entity;
or

     

    g.           Refrain
from prepaying any indebtedness, except for trade payables incurred in the
ordinary course of the Corporation's business; and

     

    h.           Refrain
from taking any action which would impair the rights and privileges of this
Convertible Debenture set forth herein or the rights and privileges of the
holder of this Convertible Debenture.

     

    9.           Events of
Default. Each and any of the following shall constitute a default and,
after expiration of a grace period, if any, shall constitute an “Event of
Default” hereunder:

     

    a.           The
nonpayment of principal or interest when due payable under this Convertible
Debenture;


    
      
         


      

      
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    b.           Failure
of the Corporation, after a written notice and thirty-day opportunity to cure,
to observe or perform any present or future agreement with Holder, including,
without limitation, any covenant set forth in this Convertible
Debenture;

     

    c.           If
Corporation shall commence any case, proceeding or other action: (i) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
liquidation, dissolution, composition or other relief with respect to it or its
debts; or (ii) seeking appointment of a receiver, trustee, custodian or other
similar official for it or for all or any substantial part of its property, or
the Corporation shall make a general assignment for the benefit of its
creditors; or (iii) there shall be commenced against the Corporation any case,
proceeding or other action of a nature referred to above or seeking issuance of
a warrant of attachment, execution, distraint or similar process against all or
any substantial part of its property, which case, proceeding or other action
results in the entry of any order for relief or remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) the
Corporation shall take any action indicating its consent to, approval of, or
acquiescence in, or in furtherance of, any of the acts set forth;

     

    d.           Any
representation or warranty made by the Corporation or any other person or entity
under this Convertible Debenture shall prove to have been incorrect in any
material respect when made; or

     

    e.           The
entry of any judgment against Corporation or any of its property for an amount
in excess of one hundred thousand dollars ($100,000) that remains unsatisfied
for thirty (30) days;

     

    10.         Holder’s
Rights Upon Default. Upon the occurrence of any Event of Default, the
Holder may accelerate the maturity of this Convertible Debenture and demand
immediate payment in full, whereupon the outstanding principal amount of the
Convertible Debenture and all obligations of Corporation to Holder, together
with accrued interest thereon, shall become immediately due and payable without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived.

     

    11.         Default
Interest Rate. Upon an Event of Default, without any further action on
the part of Holder, interest will thereafter accrue at the rate equal to the
lesser of (i) 15% per annum or (ii) the highest rate permitted by applicable
law, per annum (the “Default Rate”), until all outstanding principal, interest
and fees are repaid in full by Corporation.


    
      
         


      

      
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    12.         Representations
and Warranties. The Corporation represents and warrants as follows: (i)
the Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada; (ii) the execution, delivery and
performance by the Corporation of this Convertible Debenture are within the
Corporation's powers, have been duly authorized by all necessary action, and do
not contravene (A) the Corporation's certificate of incorporation or by-laws or
(B) (x) any law or (y) any agreement or document binding on or affecting the
Corporation, not otherwise disclosed to the Holder prior to the execution of
this Convertible Debenture, (iii) no authorization or approval or other action
by, and no notice to or filing with, any governmental authority, regulatory body
or third person is required for the due execution, delivery and performance by
the Corporation of this Convertible Debenture; (iv) this Convertible Debenture
constitutes the legal, valid and binding obligation of the Corporation,
enforceable against the Corporation in accordance with its terms except as
enforcement hereof may be limited by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors' rights generally and subject to the
applicability of general principles of equity; (v) the Corporation has all
requisite power and authority to own and operate its property and assets and to
conduct its business as now conducted and proposed to be conducted and to
consummate the transactions contemplated hereby; (vi) the Corporation is duly
qualified to conduct its business and is in good standing in each transaction of
its business makes such qualification necessary; (vi) there is no pending or, to
the Corporation 's knowledge, threatened action or proceeding affecting the
Corporation before any governmental agency or arbitrator which challenges or
relates to this Convertible Debenture or which may otherwise have a material
adverse effect on the Corporation; (viii) the Corporation is not in violation or
default of any provision of (A) its certificate of incorporation or by-laws,
each as currently in effect, or (B) any instrument, judgment, order, writ,
decree or contract, statute, rule or regulation to which the Corporation is
subject not otherwise disclosed to the Holder prior to the execution of this
Convertible Debenture, and (ix) this Convertible Debenture is validly issued,
free of any taxes, liens, and encumbrances related to the issuance hereof and is
not subject to preemptive right or other similar right of members of the
Corporation and (x) the Corporation has taken all required action to reserve for
issuance such number of shares of Common Stock as may be issuable from time to
time upon conversion of this Convertible Debenture.

     

    13.         Governing
Law. This Convertible Debenture shall be binding upon and inure to the
benefit of the Corporation and the Holder and their respective successors and
assigns; provided that the Corporation may not, except pursuant to the Plan of
Reorganization, assign this Convertible Debenture, in whole or in part, by
operation of law or otherwise, without the prior written consent of the Holder.
The Holder may assign or otherwise participate out all or part of, or any
interest in, its rights and benefits hereunder and to the extent of such
assignment or participation such assignee shall have the same rights and
benefits against the Corporation as it would have had if it were the Holder.
This Convertible Debenture, and any claims arising out of relating to this
Convertible Debenture, whether in contract or tort, statutory or common law,
shall be governed exclusively by, and construed in accordance with the laws of
the State of Georgia without regard to principles of conflicts of laws. This
Convertible Debenture is a Georgia contract. It was executed and delivered by
the Corporation in Georgia.

     

    14.         Jurisdiction.
THE CORPORATION CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST IT UNDER,
ARISING OUT OF OR IN ANY MANNER RELATING TO THIS CONVERTIBLE DEBENTURE, OR ANY
OTHER INSTRUMENT OR DOCUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH SHALL
BE BROUGHT EXCLUSIVELY IN ANY COURT OF THE STATE OF GEORGIA OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF GEORGIA. THE CORPORATION, BY
THE EXECUTION AND DELIVERY OF THIS CONVERTIBLE DEBENTURE, EXPRESSLY AND
IRREVOCABLY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF ANY OF SUCH
COURTS IN ANY SUCH ACTION OR PROCEEDINGS. THE CORPORATION AGREES THAT PERSONAL
JURISDICTION OVER IT MAY BE OBTAINED BY THE DELIVERY OF A SUMMONS BY PERSONAL
DELIVERY OR OVERNIGHT COURIER AT THE ADDRESS PROVIDED IN SECTION 16 OF THIS
CONVERTIBLE DEBENTURE.  ASSUMING DELIVERY OF THE SUMMONS IN ACCORDANCE
WITH THIS PROVISION, THE CORPORATION HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY
ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OF FORUM NON CONVENIENS OR
ANY SIMILAR BASIS.


    
      
         


      

      
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    15.         Miscellaneous.
(a) Corporation hereby waives protest, notice of protest, presentment, dishonor,
and demand; (b) time is of the essence for each of Corporation’s covenants under
this Convertible Debenture; (c) the rights and privileges of Holder under this
Convertible Debenture shall inure to the benefit of its successors and assigns
and all obligations of Corporation in connection with this Convertible Debenture
shall bind Corporation’s successors and assigns, and Holder’s conversion rights
shall succeed to any successor securities to Corporation’s common stock; (d) if
any provision of this Convertible Debenture shall for any reason be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, but this Convertible Debenture shall be construed as
if such invalid or unenforceable provision had never been contained herein and
(e) the waiver of any Event of Default or the failure of Holder to exercise any
right or remedy to which it may be entitled shall not be deemed a waiver of any
subsequent Event of Default or Holder’s right to exercise that or any other
right or remedy to which Holder is entitled. No delay or omission by Holder in
exercising, or failure by Holder to exercise on any one or more occasions, shall
be construed as a waiver or novation of this Convertible Debenture or prevent
the subsequent exercise of any or all such rights. This Convertible Debenture
may not be waived, changed, modified, or discharged orally, but only in
writing.

     

    16.         Notice,
Etc. Any notice required by the provisions of this Convertible Debenture
will be in writing and will be deemed effectively given: (a) upon personal
delivery to the party to be notified; (b) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient; if not, then on
the next business day; (c) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) one (1) day
after deposit with a nationally recognized overnight courier, specifying next
day delivery, with written verification of receipt, and delivered as
follows:

    


    
      
        
          	 
      	
                  a.

                	
                  If
      to the Corporation:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  PureSpectrum,
      Inc.

                	 
      
	 
      	 
      	
                  340
      Eisenhower Drive, Suite 610

                	 
      
	 
      	 
      	
                  Savannah,
      Georgia 31405

                	 
      
	 
      	 
      	 
      	 
      
	 
      	
                  b.

                	
                  If
      to Holder:

                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


        

      

    

     

    or, as to
each party, at such other address as shall be designated by such party in a
written notice to the other parties.


    
      
         


      

      
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    IN WITNESS WHEREOF, the
undersigned has executed this Convertible Debenture as of the date first set
forth above.

    


    
      
        	 
      	 
      	
                INTERNATIONAL
      MEDICAL STAFFING, INC.

              
	 
      	 
      	
                (The
      Corporation)

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	
                Lee
      L. Vanatta

              
	 
      	
                Its:

              	
                President

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      	
                The
      Holder

              


      

    


    
      
         


      

      
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    EXHIBIT
A

     

    NOTICE
OF CONVERSION

     

    (to be
signed upon conversion of the Convertible Debenture)

     

    TO
INTERNATIONAL MEDICAL STAFFING, INC.:

     

    The undersigned, the holder of the
foregoing Convertible Debenture, hereby surrenders such Convertible Debenture
for conversion into _____________ shares of Common Stock of Purespectrum, Inc.,
and requests that the certificates for such shares be issued in the name of
______________________________________________________________, and delivered
to,
____________________________________________________________________________,
whose address is ________________________________________.

     

    Dated:
_____________________

    


    
      
        	 
      	 
      
	 
      	
                (signature)

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                (address)

              


      

    


    
      
         


      

      
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