EXHIBIT 10.24
                                  -------------


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.



                                    DEBENTURE


                            HEALTH EXPRESS USA, INC.


                            5% CONVERTIBLE DEBENTURE


                              DUE JANUARY ___, 2006


No.  ___                                                           $__________

         This Debenture is issued by HEALTH EXPRESS USA, INC., 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 January
___, 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 __________________(US $________), 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
third (3rd) 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) an
amount equal to one hundred twenty (120%) of the closing bid price of the 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 average of the three (3) lowest Closing Bid
Prices 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.

         SECTION 1.04 RIGHT OF REDEMPTION. The Company at its option shall have
the right to redeem, with thirty (30) business 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. Once the Company has issued to the Holder a
Redemption Notice the Holder may continue to execute conversions only as long as
the closing bid price of the Company's Common Stock the day prior to conversion
is above the closing bid price of the Company's Common Stock on the Closing
Date.

         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.

                                       2
<PAGE>

         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 or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Company, in its sole
discretion, may elect to pay 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 SUBORDINATED NATURE OF DEBENTURE. This Debenture and all
payments hereon, including principal or interest, shall be subordinate and
junior in right of payment to all accounts payable of the Company incurred in
the ordinary course of business and/or bank debt of the Company not to exceed
$250,000.

                                  ARTICLE II.

         SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended with 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 Common Stock to the Holder within ten (10) 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.

                                       3
<PAGE>

         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 accelerated
full repayment of all debentures outstanding. 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 third (3rd) 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, or (iii)
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:                Health Express USA, Inc.
                                      1761 W. Hillsboro Blvd., Suite 203
                                      Deerfield Beach, FL 33442
                                      Attention:        Douglas Baker
                                                        Chief Executive Officer
                                      Telephone:        (954) 570-5900
                                      Facsimile:        (954) 570-5917

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 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.

         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.

                                       5
<PAGE>

         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.

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

                                                HEALTH EXPRESS USA, INC.

                                                By:
                                                   -----------------------------
                                                Name:    Douglas Baker
                                                Title:   Chief Executive Officer



                                       6
<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 Health Express USA,
Inc., 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:
                                                  ------------------------------


                                      A-1