EXHIBIT 10.26

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.

                             COMPENSATION DEBENTURE

                    CONSORTIUM SERVICE MANAGEMENT GROUP INC.

                            5% CONVERTIBLE DEBENTURE

                               DUE MARCH 26, 2007

No.  1                                                                  $390,000

         This Secured Debenture is issued by CONSORTIUM SERVICE MANAGEMENT GROUP
INC., a Texas 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 March 26,
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 Three Hundred Ninety Thousand Dollars (US $390,000), 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 third (3rd) year anniversary from the date hereof or
(b) converted in accordance with Section 1.02 herein.


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         SECTION 1.02 OPTIONAL CONVERSION. The Holder is entitled, at its
option, to convert, and sell on the same day, in any thirty (30) calendar day
period , until payment in full of this Debenture, plus accrued interest, into
shares (the "Conversion Shares") of the Company's common stock, par value $.001
per share ("Common Stock"), up to One Hundred Thousand Dollars of the principal
amount of the Debenture plus accrued interest, at the price per share (the
"Conversion Price") equal to one hundred percent (100%) 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.

         SECTION 1.03 RIGHT OF REDEMPTION. The Company at its option shall have
the right to redeem for cash, with thirty (30) 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.

         SECTION 1.04 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 1.05 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").


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         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 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.

                                  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 Standby Equity Distribution Agreement of even date herewith entered into
between the Company and the Holder (the "Standby Equity Distribution
Agreement"); (c) failure by the Company for ten (10) days after notice to it to
comply with any of its other agreements in the Debenture; (d) events of
bankruptcy or insolvency; (e) a 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) days after receipt of written
notice thereof. Upon the occurrence of an Event of Default, the Holder may, in
its sole discretion, accelerate full repayment of all debentures outstanding and
accrued interest thereon or may, notwithstanding any limitations contained in
this Debenture convert all debentures outstanding and accrued interest thereon
into shares of Common Stock pursuant to Section 1.02 herein.

         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.


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<PAGE>

                                  ARTICLE IV.

         SECTION 4.01 RIGHTS AND TERMS OF CONVERSION. Commencing on the date
hereof, this Debenture, 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 Debenture remains unpaid and unconverted, the Company shall not, without
five (5) business days prior written notice to 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; provided however the Company may, with five
(5) business days prior written notice to the Holder, issue or sell its shares
of Common Stock (or options, warrants or rights therefor) (a) granted or issued
hereafter to employees, officers, directors, contractors, consultants or
advisers to, the Company pursuant to incentive agreements, stock purchase or
stock option plans, stock bonuses or awards, warrants, contracts or other


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<PAGE>

arrangements that are approved by the Board of Directors; (b) issued to parties
that are (i) strategic partners investing in connection with a commercial
relationship with the Company or (ii) providing the Company with equipment
leases, real property leases, loans, credit lines, guaranties of indebtedness,
cash price reductions or similar transactions; (c) issuable upon exercise of any
options, warrants or rights to purchase any securities of the Company
outstanding as of the date of this Debenture; and (d) issued pursuant to the
acquisition of another corporation or entity by the Company by consolidation,
merger, purchase of all or substantially all of the assets, or other
reorganization in which the Company acquires, in a single transaction or series
of related transactions, all or substantially all of the assets of such other
corporation or entity or fifty percent (50%) or more of the voting power of such
other corporation or entity or fifty percent (50%) or more of the equity
ownership of such other entity.

                                  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:            Consortium Service Management Group Inc.
                                  500 North Shoreline - Suite 701 North Tower
                                  Corpus Christi, TX 78471
                                  Attention:        Donald S. Robbins
                                  Telephone:      (361) 887-7546
                                  Facsimile:        (361) 884-0792

With a copy to:                   Schiff Hardin LLP
                                  1101 Connecticut Avenue, N.W. - Suite 600
                                  Washington, D.C. 20036

                                  Attention:        Ernest Stern, Esq.
                                  Telephone:        (202) 778-6461
                                  Facsimile:        (202) 778-6460

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


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<PAGE>

         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 Texas
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.

         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.

                                        CONSORTIUM SERVICE MANAGEMENT GROUP INC.

                                        By: /s/ Donald S. Robbins
                                           -------------------------------------
                                        Name:  Donald S. Robbins
                                        Title: President and CEO


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<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
Consortium Service Management Group 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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