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


                                VOYAGER ONE, INC.


                        5% SECURED CONVERTIBLE DEBENTURE


                                 JANURY 26, 2008


No. TR-004                                                            $50,000.00

     This Secured Debenture is issued on January 27, 2005 by Voyager One, Inc.,
a Nevada corporation (the "Company"), to TREY RESOURCES, INC., f/k/a TREY
INDUSTRIES, INC. (together with its permitted successors and assigns, the
"Holder" or "Trey Resources") pursuant to exemptions from registration under the
Securities Act of 1933, as amended. The Company issued to Cornell Capital
Partners, LP ("Cornell Capital"), on May 21, 2004 a Secured Debenture in the
amount of One Hundred Thousand Dollars ($100,000) (the "May 2004 $100K
Debenture"). Subsequently, Cornell Capital assigned one-half of the May 2004
$100K Debenture to Trey Resources, a Delaware corporation. This Debenture is
being issued to Trey Resources to reflect the assignment of one-half of the May
2004 $100K Debenture to Trey Resources, pursuant to the assignment between
Cornell Capital and Trey Resources.

ARTICLE I.

     SECTION 1.01 PRINCIPAL AND INTEREST. For value received, on January 26,
2008, 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 Fifty Thousand

<PAGE>

Dollars (US $50,000), 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 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 exceed 4.99% of the outstanding shares of the
Common Stock following such conversion.

     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 fifty percent (150%) 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 if the
Company's Common Stock is not quoted on the Principal Market on the date hereof
then the lowest initial Bid Price of the Company's Common Stock on the Principal
Market as submitted by a market maker and approved by the NASD, or (b) an amount
equal to fifty percent (50%) 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.

                                        2
<PAGE>

     SECTION 1.04 RIGHT OF REDEMPTION. The Company at its option shall have the
right to redeem, with three (3) business days advance written notice (the
"Redemption Notice"), a portion or all outstanding convertible debenture. The
redemption price shall be one hundred fifty percent (150%) 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 fifty
thousand (50,000) 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 equal to one
hundred fifty percent (150%) of the Closing Bid Price as of the date hereof or
if the Company's Common Stock is not quoted on the Principal Market on the date
hereof then the lowest initial Bid Price of the Company's Common Stock on the
Principal Market as submitted by a market maker and approved by the NASD. The
Warrant shall have "piggy-back" and demand registration rights and shall survive
for two (2) years from the Closing Date.

     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 dated May 14, 2004,
between the Company and Cornell Capital (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 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 May 14, 2004 between the Company and Cornell Capital
(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.

                                        3
<PAGE>

                                   ARTICLE II.

     SECTION 2.01 AMENDMENTS AND WAIVER OF DEFAULT. The Debenture may not be
amended. Notwithstanding the above, without the consent of the Holder, the
Debenture may be amended to cure any ambiguity, defect or inconsistency, or to
provide for assumption of the Company obligations to 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
agreement entered into on May 14, 2004 between the Company and Cornell Capital
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 dated May 14, 2004
between the Company and Cornell Capital (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

                                        4
<PAGE>

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 OR GRANT SECURITY
INTERESTS. Except for the Standby Equity Distribution Agreement dated June 10,
2004 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 to any
bona fide, unrelated party (i) any Common Stock or Preferred Stock for
consideration of less than 40% of the Bid Price on the date of issuance or (ii)
issue or sell any warrant, option, right, contract, call, or other security or
instrument granting the holder thereof the right to acquire Common Stock or
Preferred Stock for consideration of less than 40% of the Bid Price on the date
of 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 (except with respect to an employee stock or
option plan that registers no more than 5.0% of the Company's outstanding common
stock). With respect to issuances to related parties (including, without
limitations, any officer, director or holder of 10% or more of the Company's
outstanding capital stock or persons that become an officer, director or holder
of 10% or more of the Company's outstanding capital stock in connection with or
as a result of such issuance, but excluding the Holder), the Company shall not,
issue or sell (i) any Common Stock or Preferred Stock without consideration or
for a consideration per share less than the Bid Price on the date of issuance or
(ii) issue or sell any warrant, option, right, contract, call, or other security
or instrument granting the holder thereof the right to acquire Common Stock or
Preferred Stock for consideration per share less than the Bid Price on the date
of issuance. ,


                                        5
<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:                Voyager One, Inc.
                                      859 West End Court, Suite I
                                      Vernon Hills, Illinois 60061
                                      Attention: Sebastien C. DuFort, President
                                      Telephone: (847) 984-6200
                                      Facsimile: (847) 984-6201

With a copy to:                       Levenfeld Pearlstein, LLC
                                      211 Waukegan Road - Suite 300
                                      Northfield, IL 60093
                                      Attention: Philip E. Ruben, Esq.
                                      Telephone: (847) 784-2170
                                      Facsimile: (847) 441-9976

If to the Holder:                     Trey Resources, Inc.
                                      395 Pleasant Valley Way
                                      West Orange, NJ 07052
                                      Attention: Mark Meller
                                      Telephone: (973) 731-0606
                                      Facsimile: (973) 731-1360


     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 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.

                                        6
<PAGE>

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


                                         VOYAGER ONE, INC.

                                         By:
                                         Name:  Sebastien C. DuFort
                                         Title: President






























                                        7
<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 Voyager One, 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