EXHIBIT 10.3

THIS  SECURED  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

                           CORPORATE STRATEGIES, INC.

                        5% SECURED CONVERTIBLE DEBENTURE

                                DUE MAY ___, 2007

No.___                                                                  $400,000

     This Secured Debenture is issued by Corporate Strategies,  Inc., a Delaware
corporation (the "Company"), to Cornell Capital Partners L.P. (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 May ____,
2007,  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  Four  Hundred  Thousand  Dollars  ($400,000),  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 provided,  however,  that in no
event  shall the Holder be entitled to convert  this  Debenture  for a number of
shares of Common Stock in excess of that number of shares of Common Stock which,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of Common Stock  beneficially  owned by the Holder and its  affiliates to


<PAGE>


exceed  4.99% of the  outstanding  shares of the  Common  Stock  following  such
conversion (which provision may be waived by the Investor by written notice from
the Investor to the  Company,  which notice shall be effective 61 days after the
date of such notice). This limitation shall not apply to an automatic conversion
pursuant to Section 4.03 hereof.

      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  percent  (120%) of the  initial  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 made by a market maker, submitted on
Form 211 to and approved by the NASD,  or (b) an amount equal to eighty  percent
(80%) of the lowest closing bid price of the Company's  Common Stock,  as quoted
by  Bloomberg,  LP (the  "Closing  Bid  Price"),  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 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.

      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 of even date herewith
between  the  Company  and  the  Holder  (the  "Investor   Registration   Rights
Agreement").


                                       2
<PAGE>


      SECTION 1.06 INTEREST PAYMENTS. Accrued interest shall 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.

      SECTION 1.08 SECURED  NATURE OF  DEBENTURE.  This  Debenture is secured by
certain  assets and property of the Company and Aim American  Mortgage,  Inc., a
majority  owned  subsidiary  of the  Company,  as more  fully  described  in two
Security  Agreements of even date herewith,  one of which is between the Company
and the Holder and the other is between  Aim  American  Mortgage,  Inc.  and the
Holder.

                                  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;  (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  Debenture;  (e)
events  of  bankruptcy  or  insolvency;  (f) a  breach  by  the  Company  of its
obligations under the Securities Purchase Agreement,  the Escrow Agreement,  the
Security  Agreement,  the Investor  Registration  Rights  Agreement or any other


                                       3
<PAGE>


agreement  entered  into on the date  hereof  between the Company and the Holder
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  and/or the Securities  Purchase  Agreement of even date herewith
between the Company and Cornell Capital Partners, L.P. (the "Securities Purchase
Agreement"),  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 or,
notwithstanding   any  limitations   contained  in  this  Debenture  and/or  the
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest  thereon into shares of Common  Stock  pursuant to Section 1.02 herein.
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


                                       4
<PAGE>


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) enter into any security instrument granting the
holder a security interest in any of the assets of the Company..

                                  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:        Corporate Strategies, Inc.
                              1770 St. James Place, Suite 116
                              Houston, Texas  77056
                              Attention:  Tim Connolly
                              Telephone:  (713) 621-2737
                              Facsimile:  (713) 586-6678

With a copy to:               Kirkpatrick & Lockhart LLP
                              201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131
                              Attn:  Clayton E. Parker, Esquire
                              Telephone:  (305) 539-3306
                              Facsimile:  (305) 358-7095

If to the Holder:             Cornell Capital Partners, LP
                              101 Hudson Street, Suite 3700
                              Jersey City, NJ  07303
                              Telephone: (201) 985-8300
                              Facsimile: (201) 985-8266

With a copy to:               Cornell Capital Partners, LP
                              101 Hudson Street, Suite 3700
                              Jersey City, NJ  07303
                              Attention:  Troy J. Rillo, Esq.
                              Telephone:  (201) 985-8300
                              Facsimile:  (201) 985-8266


      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 New
Jersey without giving effect to the principals of conflict of laws thereof. Each
of the parties consents to the exclusive 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.


                                       5
<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.

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

                                            CORPORATE STRATEGIES, INC.

                                            By:/s/ Tim Connolly
                                              ----------------------------------
                                              Name:   Tim Connolly
                                              Title:  President


                                       6
<PAGE>


                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

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

TO:

      The     undersigned     hereby     irrevocably     elects    to    convert
$_____________________  of the  principal  amount  of the above  Debenture  into
Shares  of  Common  Stock  of  Corporate  Strategies,  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