Exhibit 10.2
                                                                    ------------

                               DEBENTURE AGREEMENT

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH LAWS PURSUANT TO
REGISTRATION  OR  AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS  OF  THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.

FACE  AMOUNT                                       $221,000
PRICE                                              $221,000
DEBENTURE  NUMBER                                  February  -  2006-101
ISSUANCE  DATE                                     February  20,  2006
MATURITY  DATE                                     February  20,  2011

     FOR  VALUE  RECEIVED,  Walker  Financial  Corp. a Delaware corporation (the
"Company"),  hereby  promises to pay DUTCHESS PRIVATE EQUITIES FUND, II, LP (the
"Holder")  by  February  20, 2011 (the "Maturity Date"), the principal amount of
Two Hundred and Twenty-One Thousand Dollars ($221,000) U.S., and to pay interest
and  redemption  on  the  principal amount hereof, and any accrued penalties, in
such  amounts,  at  such times and on such terms and conditions as are specified
herein.

     The  Debenture  set  forth  in  this  Agreement  is  subject  to  automatic
conversion  at the end of five (5) years from the date of issuance at which time
the Debenture outstanding will be automatically converted based upon the formula
set  forth  in  Section  3.2(c).

Article  1          Interest

     The  Company  shall  pay ten percent (10%) annual coupon on the unpaid Face
Amount of this Debenture (this "Debenture") at such times and in such amounts as
outlined  in  this section.  The Company will make mandatory prepaid payments on
the  interest  ("Interest Payment"), with the minimum Interest Payments outlined
in Exhibit B for the first three (3) months, and herein incorporate by reference
in  the  amount of two thousand one hundred and ninety dollars and fifteen cents
($2,190.15)  per  month  for  the  first three (3) months following the Issuance
Date.  The  first  Interest  Payment  is  due  within  three days of funds being
disbursed  to  the  Company  (a  "Closing").

     Any monies paid to the Holder in excess of the interest due when paid shall
be  credited  toward  the  Redemption  of  the  Face  Amount  of  the Debenture.
Article  2          Method  of  Payment

     Section  2.1     Prior  to  Registration  with  the  SEC

          Prior to the U.S. Securities and Exchange Commission ("SEC") declaring
the  registration  statement  for  the  shares  underlying  the  Debenture
("Registration  Statement")  effective ("Effective Date"), the Company will make
amortizing payments to the Holder (a "Payment," or collectively, the "Payments")
on  a  monthly  basis  on the first day of each business day of each month while
there  is  an  outstanding  balance  on  the Debenture, in the following amounts
("Payment  Amount"  or  collectively,  the  "Payment  Amounts"):

     Payment  for  Month  1  (due  within  three  (3) days of
     the Issuance Date) through  Month  3                           $   2,190.15
     Payment  for  Month  4  and  each  month  thereafter           $  47,327.66

Notwithstanding any provision to the contrary in this Debenture, the Company may
pay  in full to the Holder the Face Amount, or any balance remaining thereon, in
readily  available  funds,  at  any  time and from time to time without penalty.

The minimum Payments are outlined on Exhibit B, attached hereto and incorporated
herein  by  reference.

     Section  2.2     Subsequent  to  the  Effective  Date

     The  Holder,  at  its sole option, shall be entitled to either i) request a
Payment  from  the Company in the amounts set forth in the table in Section 2.1,
above;  or  ii)  the  Holder  may  elect  to  convert a portion of the Debenture
pursuant  to Article 3, below, in an amount equal to or greater than the Payment
Amount.   In  the  event  the  Holder  is  unable to convert that portion of the
debenture equal to the Payment Amount during a calendar month, the Company shall
make  a  payment in cash in an amount equal to the difference between the amount
converted  by  the  Holder  and  the  Payment  Amount  due  for  that  month.

     Nothing  contained  in this Article 2 shall limit the amount the Holder can
elect  to  convert during a calendar month except as defined in Section 3.2 (i),
below.

     All  Payments  made under Article 2, shall be applied toward the Redemption
Amount  as  outlined  in  Article  14,  herein.

     Section  2.3  No  Penalty  for  Prepayment.

The  Company  may  make  additional  payments  toward  Redemption ("Prepayment")
without  any  penalties.

     Section  2.4 Accelerated  Repayment in  the Event of a Subsequent Financing
     ------------
by a Third  Party.

If, at any time after Closing, the Company receives financing from a third party
(excluding the Holder), the Company is required to pay to the Holder 100% of the
proceeds  raised  from  the  third party in excess of an aggregate amount of one
dollar  ($1.00)  (the  "Threshold  Amount").  The  Threshold  Amount  shall also
pertain  to  any  assets  sold,  transferred or disposed of by the Company.  The
Company  agrees  to pay one hundred percent (100%) of any proceeds raised by the
Company  over  the  Threshold  Amount  toward  the  Accelerated Repayment of the
Debenture  with  Interest  until  such time as the Face Amount of the Debenture,
including  accrued  interest  and  penalties,  has  been  paid  in  full.  The
accelerated  Repayment shall be made to the Holder upon the Company's receipt of
the  financing. Failure to do so will result in an Event of Default as set forth
herein.


Article  3          Conversion

Section  3.1     Conversion  Privilege

(a)     The Holder of this Debenture shall have the right to convert any and all
     amounts  owing under this Debenture into shares of Common Stock at any time
following  the  Closing  Date  and  which is before the close of business on the
Maturity  Date,  except  as  set  forth  in Section 3.2(c) below.  The number of
shares  of  Common  Stock  issuable  upon  the  conversion  of this Debenture is
determined  pursuant  to  Section  3.2 and rounding the result up to the nearest
whole  share.

(b)     This Debenture may not be converted, whether in whole or in part, except
     in  accordance  with  this  Article  3.

(c)     In the event all or any portion of this Debenture remains outstanding on
     the  Maturity  Date,  the  unconverted  portion  of  such  Debenture  will
automatically  be  converted  into  shares  of  Common Stock on such date in the
manner  set  forth  in  Section  3.2.

Section  3.2     Conversion  Procedure

(a)     Conversion  Procedures.  The Holder may elect to convert the unpaid Face
Amount  of  and accrued interest on  this Debenture, in whole or in part, at any
time  following  the  Closing Date.  Such conversion shall be effectuated by the
Holder  sending  to  the  Company  a facsimile or electronic mail version of the
signed  Notice  of  Conversion which evidences the Holder's intention to convert
the  Debenture  as  indicated.  The  date  on  which the Notice of Conversion is
delivered ("Conversion Date") shall be deemed to be the date on which the Holder
     has  delivered  to the Company a facsimile or electronic mail of the signed
Notice  of  Conversion.  Notwithstanding  the  above,  any  Notice of Conversion
received  by  5:00  P.M. EST, shall be deemed to have been received the previous
business  day, with receipt being via a confirmation of time of facsimile of the
Holder.

(b)     Common  Stock  to  be  Issued.     Upon  the  Holder's conversion of any
Debenture, the Company shall issue the number of shares of Common Stock equal to
     the  Conversion.  If, at the time of conversion, the Registration Statement
has  been  declared  effective, the Company shall instruct its transfer agent to
issue  stock  certificates  without  restrictive  legend  (other  than  a legend
referring to the registration statement and prospectus delivery requirements) or
stop  transfer  instructions.  If,  at  the time of the Holder's conversion, the
Registration  Statement  has  not  been  declared  effective,  the Company shall
instruct  the  transfer  agent  to  issue  the  certificates with an appropriate
legend.  The  Company  shall  act as Registrar and shall maintain an appropriate
ledger  containing the necessary information with respect to each Debenture. The
Company  warrants that no instructions, other than these instructions, have been
given  or  will  be  given to the transfer agent and that the Common Stock shall
otherwise  be  freely  resold,  except  as  may  be  otherwise set forth herein.

(c)     Conversion  Price.  Holder is entitled to convert the unpaid Face Amount
of  this Debenture, plus accrued interest, any time following a Closing Date, at
the  lesser  of  the following prices which shall be the "Conversion Price": (i)
the  lowest  closing bid price of the Common Stock between the Issuance Date and
the  date  of  filing  the  registration statement covering resale of the shares
underlying  this  Debenture;  or (ii) at a "Fixed Conversion Price" of ten cents
($.10).  No  fractional shares or scrip representing fractions of shares will be
issued  on conversion, but the number of shares issuable shall be rounded up, in
the  event  of  a  partial  share, to the nearest whole share.  The Holder shall
retain  all  rights  of  conversions  during  any  partial  trading  days.

(d)     Maximum  Interest.  Nothing  contained in this Debenture shall be deemed
to  establish  or require the Company to pay interest to the Holder at a rate in
excess  of  the  maximum rate permitted by governing law.  In the event that the
rate  of  interest  required  to  be  paid exceeds the maximum rate permitted by
governing  law,  the  rate  of  interest required to be paid thereunder shall be
automatically  reduced to the maximum rate permitted under the governing law and
such  excess,  if so ordered, shall be credited on any remaining balances due to
the  Holder  with  reasonable  promptness  by the Holder to the Company.  In the
event  this  Section  3.2  (d) applies, the Parties agree that the terms of this
Debenture  remain  in  full  force and effect except as is necessary to make the
interest  rate  comply  with  applicable  law.

(e)     Opinion  Letter.  It  shall  be the Company's responsibility to take all
necessary  actions  and  to  bear  all  such  costs to issue the Common Stock as
provided  herein,  including  the  responsibility  and  cost  for delivery of an
opinion  letter  to the transfer agent, if so required.  The person or entity in
whose  name the certificate of Common Stock is to be registered shall be treated
as  a  shareholder of record on and after the conversion date. Upon surrender of
any  Debentures that are to be converted in part, the Company shall issue to the
Holder  a  new  Debenture  equal  to  the unconverted amount, if so requested in
writing  by  Holder.

(f)     Delivery  of Shares.  Within four (4) business days after receipt of the
documentation  referred  to above in Section 3.2(a), the Company shall deliver a
certificate,  in  accordance  with  Section  3.2(c)  for the number of shares of
Common  Stock  issuable  upon the conversion.  In the event the Company does not
make  delivery  of  the  Common  Stock, as instructed by Holder, within four (4)
business  days  after  the  Conversion  Date, the Company shall pay to Holder in
cash,  as  liquidated  damages,  an additional three percent (3%) per day of the
dollar  value  of  the  Debentures  being  converted.


          If  the  failure  of the Company to issue the Common Stock pursuant to
this Section 3.2 (f) is due to the unavailability of authorized shares of Common
Stock,  the  provisions of this Section 3.2 (f) shall not apply, but instead the
provisions  of  Section  3.2  (k)  shall  apply.

              The  Company  shall  make any payments required under this Section
3.2(f)  in  immediately  available  funds within four (4) business days from the
date  the  Common  Stock  is  fully  delivered.  Nothing  herein shall limit the
Holder's  right  to  pursue  actual  damages  or  cancel  the conversion for the
Company's  failure  to  issue and deliver Common Stock to the Holder within four
(4)  business  days  after  the  Conversion  Date.

     The  Company  shall  at  all  times  reserve  (or  make alternative written
arrangements  for  reservation or contribution of shares) and have available all
Common  Stock  necessary  to  meet conversion of the Debentures by Holder of the
entire  amount  of  Debentures  then  outstanding.  If,  at any time, the Holder
submits  a  Notice  of  Conversion  and  the  Company  does  not have sufficient
authorized  but unissued shares of Common Stock (or alternative shares of Common
Stock  as  may  be  contributed by Stockholders) available to effect, in full, a
conversion  of  the Debentures (a "Conversion Default", the date of such default
being  referred  to  herein as the "Conversion Default Date"), the Company shall
issue  to the Holder all of the shares of Common Stock which are available.  Any
Convertible  Debentures or any portion thereof, which cannot be converted due to
the  Company's  lack  of  sufficient  authorized  common stock (the "Unconverted
Debentures"), may be deemed null and void upon written notice sent by the Holder
to  the  Company.  The  Company  shall provide notice of such Conversion Default
("Notice  of  Conversion Default") to the Holder, by facsimile, within three (3)
business  days  of  such  default.

     In  the event of Conversion Default, the Company will pay to the Holder the
amount of (N/365) x (.24) x the initial issuance price of the outstanding and/or
tendered  but  not converted Debentures held by each Holder where N = the number
of days from the Conversion Default Date to the date that the Company authorizes
a  sufficient  number  of  shares  of  Common  Stock to effect conversion of all
remaining  Debentures (the "Authorization Date").  The Company shall send notice
to  Holder  of outstanding Debenture that additional shares of Common Stock have
been  authorized;  stating  the  Authorization  Date  and the amount of Holder's
accrued  Conversion  Default  Payments  ("Authorization  Notice").  The  accrued
Conversion  Default  shall  be  paid in cash or shall be convertible into Common
Stock  at  the  Conversion  Rate,  upon written notice sent by the Holder to the
Company,  as  follows:   (i) in the event the Holder elects to take such payment
in  cash,  cash  payment  shall  be made to the Holder  within five (5) business
days,  or  (ii)  in  the  event Holder elects to take such payment in stock, the
Holder  may  convert  at  the conversion rate set forth in the first sentence of
this  paragraph  within  five  (5)  business  days  until  the expiration of the
conversion  period


     The  Company  acknowledges that its failure to maintain a sufficient number
of authorized but unissued shares of Common Stock to effect in full a conversion
of  the  Debenture  will  cause  the Holder to suffer irreparable harm, and that
damages  will be difficult to ascertain.  Accordingly, the parties agree that it
is  appropriate to include in this Agreement a provision for liquidated damages.
The  parties  acknowledge  and  agree  that the liquidated damages provision set
forth in this section represents the parties' good faith effort to quantify such
damages  and, as such, agree that the form and amount of such liquidated damages
are  reasonable  and  will  not constitute a penalty.  The payment of liquidated
damages shall not relieve the Company from its obligations to deliver the Common
Stock  pursuant  to the terms of this Debenture.  Nothing herein shall limit the
Holder's  right to pursue actual damages for the Company's failure to maintain a
sufficient  number  of  authorized  shares  of  Common  Stock.

     If, by the fourth (4th) business day after the Conversion Date, any portion
of  the  shares  of  the  Convertible  Debentures have not been delivered to the
Holder  and  the  Holder  purchases, in an open market transaction or otherwise,
shares  of  Common  Stock  necessary to make delivery of shares which would have
been delivered if the full amount of the shares to be converted and delivered to
the  Holder  by the Company (the "Covering Shares") , then the Company shall pay
to  the  Holder, in addition to any other amounts due to Holder pursuant to this
Convertible Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as
defined  below).  The  "Buy  In  Adjustment  Amount"  is the amount equal to the
excess,  if  any,  of (x) the Holder's total purchase price (including brokerage
commissions,  if  any)  for the Covering Shares over (y) the net proceeds (after
brokerage  commissions, if any) received by the Holder from the sale of the Sold
Shares.  The  Company  shall  pay  the Buy-In Adjustment Amount to the Holder in
immediately  available  funds within five (5) business days of written demand by
the  Holder.  By  way of illustration and not in limitation of the foregoing, if
the  Holder  purchases  shares  of  Common  Stock  having a total purchase price
(including  brokerage  commissions) of $11,000 to cover a Buy-In with respect to
shares  of  Common  Stock  it  sold  for  net  proceeds  of  $10,000, the Buy-In
Adjustment  Amount  which the Company will be required to pay to the Holder will
be  $1,000.

(g)     Prospectus  and Other Documents. The Company shall furnish to Holder one
(1)  prospectus  and  any  other documents incidental to the registration of the
shares  of Common Stock underlying the Debentures, including any amendment of or
supplements  thereto.  Any  filings  submitted  via  EDGAR  will  constitute
fulfillment  of  the  Company's  obligation  under  this  Section.

(h)     Limitation  on Issuance of Shares. If the Company's Common Stock becomes
listed  on  the  Nasdaq SmallCap Market after the issuance of the Debenture, the
Company  may  be limited in the number of shares of Common Stock it may issue by
virtue  of  (A)  the number of authorized shares or (B) the applicable rules and
regulations  of  the  principal  securities  market on which the Common Stock is
listed  or  traded,  including,  but  not  necessarily  limited  to, NASDAQ Rule
4310(c)(25)(H)(i)  or  Rule  4460(i)(1), as may be applicable (collectively, the
"Cap  Regulations").  Without  limiting  the  other  provisions thereof: (i) the
Company  will  take  all steps reasonably necessary to be in a position to issue
shares of Common Stock on conversion of the Debentures without violating the Cap
     Regulations,  and  (ii)  if,  despite taking such steps, the Company cannot
issue  such  shares  of  Common Stock without violating the Cap Regulations, the
Holder  cannot  convert as a result of the Cap Regulations (each such Debenture,
an  "Unconverted  Debenture") the Holder shall have the right to elect either of
the  following  remedies:

     (x)  if  permitted  by  the  Cap  Regulations, require the Company to issue
shares of Common Stock in accordance with the Holder's Notice of Conversion at a
conversion  purchase  price  equal  to  the average of the closing bid price per
share  of  Common  Stock  for  any five (5) consecutive Trading Days (subject to
certain  equitable  adjustments for certain events occurring during such period)
during the sixty (60) Trading Days immediately preceding the Conversion Date; or

     (y)  require the Company to redeem each Unconverted Debenture for an amount
(the  "Redemption Amount"), payable in cash, equal to the sum of (i) one hundred
thirty-three  percent  (133%) of the principal of an Unconverted Debenture, plus
(ii)  any  accrued but unpaid interest thereon through and including the date on
which  the  Redemption  Amount  is  paid  to the holder (the "Redemption Date").

     The  Holder of an Unconverted Debenture may elect one of the above remedies
with  respect  to  a  portion of such Unconverted Debenture and the other remedy
with  respect  to  other  portions  of the Unconverted Debenture.  The Debenture
shall  contain  provisions  substantially  consistent with the above terms, with
such additional provisions as may be consented to by the Holder.  The provisions
of  this section are not intended to limit the scope of the provisions otherwise
included  in  the  Debenture.

(i)     Limitation  on  Amount  of  Conversion  and  Ownership.  Notwithstanding
anything  to  the  contrary  in  this Debenture, in no event shall the Holder be
entitled  to convert that amount of Debenture, and in no event shall the Company
permit  that  amount of conversion, into that number of shares, which when added
to  the sum of the number of shares of Common Stock beneficially owned, (as such
term  is  defined  under Section 13(d) and Rule 13d-3 of the Securities Exchange
Act  of  1934, as may be amended, (the "1934 Act")), by the Holder, would exceed
4.99%  of  the  number  of  shares of Common Stock outstanding on the Conversion
Date,  as  determined  in  accordance with Rule 13d-1(j) of the 1934 Act. In the
event  that  the  number  of shares of Common Stock outstanding as determined in
accordance  with  Section  13(d)  of the 1934 Act is different on any Conversion
Date  than it was on the Closing Date, then the number of shares of Common Stock
outstanding  on  such  Conversion  Date shall govern for purposes of determining
whether the Holder would be acquiring beneficial ownership of more than 4.99% of
     the  number  of shares of Common Stock outstanding on such Conversion Date.

(j)     Legend.  The  Holder acknowledges that each certificate representing the
Debentures,  and the Common Stock unless registered pursuant to the Registration
Rights  Agreement,  shall  be  stamped  or  otherwise  imprinted  with  a legend
substantially  in  the  following  form:

THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT  BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  (ii)  TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
ANY  SIMILAR  RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii)  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM REGISTRATION UNDER SUCH ACT.

     (k)  Prior to conversion of the Debenture, if at any time the conversion of
all  the Debentures and exercise of all the Warrants outstanding would result in
an  insufficient  number of authorized shares of Common Stock being available to
cover all the conversions, then in such event, the Company will move to call and
hold  a shareholder's meeting or have shareholder action with written consent of
the  proper number of shareholders within forty-five (45) days of such event, or
such  greater  period of time if statutorily required or reasonably necessary as
regards  standard brokerage house and/or SEC requirements and/or procedures, for
the  purpose  of authorizing additional shares of Common Stock such as necessary
to  facilitate  the  Holder's  conversions.   In such an event management of the
Company  shall  recommend  to  all shareholders to vote their shares in favor of
increasing  the  authorized  number of shares of Common Stock. Management of the
Company  shall vote all of its shares of Common Stock in favor of increasing the
number  of shares of authorized Common Stock to an amount equal to three hundred
percent  (300%)  of  the  balance  on  the  DebentureThe Company represents and
warrants  that under no circumstances will it deny or prevent the Holder's right
to  convert  the  Debentures  as  permitted under the terms of this Subscription
Agreement  or  the Registration Rights Agreement.  Nothing in this Section shall
limit  the  obligation  of  the  Company  to make the payments set forth in this
Section  3.  The Holder, at his option, may request the company to authorize and
issue  additional  shares if the Holder feels it is necessary for conversions in
the  future. In the event the Company's shareholder's meeting does not result in
the necessary authorization, the Company shall redeem the outstanding Debentures
for  an  amount  equal to the sum of the principal of the outstanding Debentures
plus  accrued  interest  thereon  multiplied  by  133%.

Section  3.3     Fractional  Shares.  The  Company  shall  not  issue fractional
shares of Common Stock, or scrip representing fractions of such shares, upon the
     conversion  of this Debenture.  Instead, the Company shall round up, to the
nearest  whole  share.

Section  3.4     Taxes  on  Conversion.  The  Company shall pay any documentary,
stamp  or  similar  issue  or  transfer tax due on the issue of shares of Common
Stock  upon the conversion of this Debenture.  However, the Holder shall pay any
such  tax  which  is  due because the shares are issued in a name other than its
name.

Section  3.5     Company  to  Reserve  Stock.  The  Company  shall  reserve  and
maintain  the number of shares of Common Stock required pursuant to and upon the
terms  set  forth in the Subscription Agreement to permit the conversion of this
Debenture.  All  shares  of Common Stock which may be issued upon the conversion
hereof  shall  upon  issuance  by  the Company be validly issued, fully paid and
nonassessable  and  free  from  all taxes, liens and charges with respect to the
issuance  thereof.

Section  3.6     Restrictions  on  Sale.  This Debenture has not been registered
under  the  Securities  Act  of 1933, as amended (the "Act") and is being issued
under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the
     Act.  This  Debenture  and  the  Common  Stock issuable upon the conversion
thereof may only be sold pursuant to registration under or an exemption from the
Act.

     Section 3.7     Stock Splits, Combinations and Dividends.  If the shares of
Common  Stock  are  subdivided  or  combined into a greater or smaller number of
shares  of  Common Stock, or if a dividend is paid on the Common Stock in shares
of  Common  Stock,  the Conversion Price shall be proportionately reduced in the
case  of a subdivision of shares or stock dividend, or proportionately increased
in  the  case of combination of shares, in each such case, by the ratio that the
total  number of shares of Common Stock outstanding immediately after such event
bears  to  the  total  number  of shares of Common Stock outstanding immediately
prior  to  such  event.

Article  4          Mergers
     The  Company shall not consolidate or merge into, or transfer any or all of
its assets to, any person, unless such person assumes in writing the obligations
of  the  Company  under this Debenture and immediately after such transaction no
Event  of  Default  exists.  Any  reference herein to the Company shall refer to
such  surviving  or  transferee  corporation  and the obligations of the Company
shall  terminate  only upon such written assumption of the Company's obligation.
The  Company send make notice to the Holder simultaneously with the announcement
of  a  Merger  to  the  public  markets.

Article  5       Security

     This  Debenture  is  secured  by  a  Security  Agreement  (the  "Security
Agreement")  of  this  date  between  the  Company  and  the  Holder.

Article  6          Defaults  and  Remedies

Section  6.1     Events  of Default.  An "Event of Default" occurs if any one of
the  following  occur:

     (a)  the Company does not make timely Payment or Conversion, in whole or in
part,  necessary  to  cover  the  principal,  interest  or  other sum due on the
Maturity  Date, Conversion Date, upon redemption, or otherwise described herein;
or,

     (b)  the  Company does not make a Payment in cash for a period of three (3)
business  days  when  due  as  described  in  this  Agreement;  or,

     (c)  any  of  the  Company's representations or warranties contained in the
Transaction  Documents  or  this  Debenture  were false when made or the Company
fails  to  comply  with any of its other agreements in the Transaction Documents
(as defined in Article 16 below) and such failure continues for a period of five
(5)  business  days;  or,

     (d)  the  Company  pursuant to or within the meaning of any Bankruptcy Law:
(i)  commences  a  voluntary  case;  (ii)  consents to the entry of an order for
relief against it in an involuntary case; (iii) consents to the appointment of a
Custodian  (as hereinafter defined) of it or for all or substantially all of its
property  or (iv) makes a general assignment for the benefit of its creditors or
(v)  a  court  of  competent  jurisdiction  enters  an order or decree under any
Bankruptcy  Law  that  (A)  is  for relief against the Company in an involuntary
case; (B) appoints a Custodian of the Company or for all or substantially all of
its  property  or  (C)  orders  the liquidation of the Company, and the order or
decree  remains  unstayed  and  in  effect  for  sixty  (60)  calendar days; or,

     (e)  the  Company's  Common  Stock  is suspended or no longer listed on any
recognized  exchange  including  electronic  over-the-counter  bulletin  board
("Principal  Market")  for  in  excess  of  three  (3) consecutive Trading Days.
Failure  to  comply  with  the requirements for continued listing on a Principal
Market  for  a period of five (5) trading days; or notification from a Principal
Market  that  the  Company  is  not  in  compliance with the conditions for such
continued  listing  on  such  Principal  Market;  or,

     (f)  the  Company  breaches  any  covenant  or condition of the Transaction
Documents,  and  such breach, if subject to cure, continues for a period of five
(5)  business  days;  or,

     (g)  the  Registration  Statement  underlying the Debenture is not declared
effective  by  the  SEC  within  twelve  (12)  months  of  the  Issuance  Date.


Section  6.2     Remedies.  In  the  Event  of  Default, the Holder may elect to
secure  a  portion  of the Company's assets in Pledged Collateral (as defined in
the  Security Agreement).  The Holder may also elect to garnish revenue from the
Company  in  an  amount  that will repay the Holder on the schedules outlined in
this  Agreement.

     In  the  Event  of  Default,  as outlined in this Agreement, the Holder can
exercise  its  right to increase the Face Amount of the Debenture by ten percent
(10%)  as an initial penalty, and by ten percent (10%) for each subsequent Event
of  Default.  In  addition,  the Holder may elect to increase the Face Amount by
two and one-half percent (2.5%) per month (pro-rata for partial periods) paid as
liquated  damages ("Liquidated Damages"), compounded daily.  It is the intention
and acknowledgement of both parties that the Liquidated Damages not be deemed as
interest  or  a  penalty  under  the  terms  of  this  Agreement.



Section  6.3     Acceleration.  If  an  Event  of  Default occurs, the Holder by
notice  to  the  Company  may  declare  the  remaining  principal amount of this
Debenture,  together with all accrued interest and any liquidated damages, to be
due  and  payable.

Section  6.4     Seniority.  No  indebtedness  of  the Company is senior to this
Debenture in right of payment, whether with respect to interest, damages or upon
     liquidation or dissolution or otherwise.  And, the Company warrants that it
has taken all necessary steps to subordinate its other obligations to the rights
of  the  Holder  hereunder.

     Section  6.5     Cost  of  Collections.  If an Event of Default occurs, the
Company  shall  pay  the Holder hereof reasonable costs of collection, including
reasonable  attorney's  fees.

Article  7          Registered  Debentures

Section  7.1     Record Ownership.  The Company, or its attorney, shall maintain
a  register of the Holder of the Debentures (the "Register") showing their names
and  addresses and the serial numbers and principal amounts of Debentures issued
to  them.  The  Register  may  be  maintained  in  electronic, magnetic or other
computerized form.  The Company may treat the person named as the Holder of this
     Debenture in the Register as the sole owner of this Debenture.   The Holder
of  this  Debenture  is  the  person exclusively entitled to receive payments of
interest  on  this  Debenture,  receive  notifications  with  respect  to  this
Debenture, convert it into Common Stock and otherwise exercise all of the rights
and  powers  as  the  absolute  owner  hereof.

     Worn  or  Lost  Debentures.  If  this  Debenture  becomes  worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent  may  issue a new Debenture in lieu hereof upon its surrender.   Where the
Holder  of  this Debenture claims that the Debenture has been lost, destroyed or
wrongfully  taken,  the  Company  shall  issue  a  new Debenture in place of the
Debenture  if  the  Holder  so  requests  by  written  notice  to  the  Company.

Article  8          Notice.

     Any  notices,  consents,  waivers  or  other  communications  required  or
permitted  to  be given under the terms of this Debenture must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  receipt,  when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:

Mitch  Segal
Walker  Financial  Corp
990  Stewart  Avenue  -  Suite  650
Garden  City,  New  York  11530
Telephone:  (516)  832-7000
Facsimile:   (516)  832-7979

If  to  the  Investor:

Douglas  Leighton
Dutchess  Capital  Management
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
Telephone:  617-301-4702
Facsimile:  617-249-0947

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

Article  9          Time

     Where  this  Note  authorizes  or  requires  the  payment  of  money or the
performance of a condition or obligation on a Saturday or Sunday or a holiday on
which  the  United  States  Stock Markets ("US Markets") are closed ("Holiday"),
such  payment  shall  be  made  or condition or obligation performed on the last
business day preceding such Saturday, Sunday or Holiday.  A "business day" shall
mean  a  day  on  which  the  US  Markets are open for a full day or half day of
trading.

Article  10          No  Assignment

     This  Debenture and the obligation hereunder shall not be assignable by the
Company  or  the  Holder.

Article  11          Rules  of  Construction.

     In  this  Debenture,  unless  the  context otherwise requires, words in the
singular  number include the plural, and in the plural include the singular, and
words  of the masculine gender include the feminine and the neuter, and when the
sense  so  indicates,  words  of the neuter gender may refer to any gender.  The
numbers  and  titles  of  sections  contained  in the Debenture are inserted for
convenience  of  reference  only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof.  Wherever,
in  this  Debenture, a determination of the Company is required or allowed, such
determination  shall  be  made  by  a  majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the  Company  and  the  Holder  of  this  Debenture.

Article  12          Governing  Law
     The validity, terms, performance and enforcement of this Debenture shall be
governed  and construed by the provisions hereof and in accordance with the laws
of  the  Commonwealth  of  Massachusetts  applicable  to  agreements  that  are
negotiated,  executed,  delivered  and  performed  solely in the Commonwealth of
Massachusetts.

Article  13          Disputes  Under  Agreement

     All  disputes  arising  under  this  agreement  shall  be  governed  by and
interpreted  in  accordance  with the laws of the Commonwealth of Massachusetts,
without regard to principles of conflict of laws.  The parties to this agreement
will  submit all disputes arising under this agreement to arbitration in Boston,
Massachusetts before a single arbitrator of the American Arbitration Association
("AAA").  The  arbitrator  shall  be selected by application of the rules of the
AAA, or by mutual agreement of the parties, except that such arbitrator shall be
an  attorney  admitted to practice law in the Commonwealth of Massachusetts.  No
party  to  this agreement will challenge the jurisdiction or venue provisions as
provided  in  this  section.

Article  14  Redemption

     The  Holder  shall  have  the  right  to be redeemed from the Debenture, in
whole or in part, at a price equal to one hundred and twenty-five percent (125%)
of the outstanding principal amount of the Debenture, including accrued interest
(and  penalties  if  applicable).  Any  Payments, as defined in Article 2 above,
shall  apply  to  the  Redemption  Amount.

Article  15     Holder  Warrants

     As  an  additional inducement to the Holder, the Company shall issue to the
Holder  a  warrant to purchase forty-one thousand, two hundred and fifty dollars
($41,250) worth of its common stock exercisable at the strike prices outlined in
the  Warrant  Agreement,  attached  hereto  and  incorporated  by  reference.

Article  16     Transaction  Documents

The  Company  agrees  that  contemporaneously with the execution and delivery of
this  Debenture,  the  parties  hereto  are executing and delivering a Debenture
Registration  Rights  Agreement,  Subscription  Agreement,  Warrant  Agreement,
Security  Agreement  between  the  Company  and Dutchess Capital Management, LLC
(collectively,  the  "Transaction  Documents") pursuant to which the Company has
agreed  to  provide certain rights and obligations as defined in the Transaction
Documents.

Article  17     Waiver

The  Holder's  delay or failure at any time or times hereafter to require strict
performance  by  the  Company of any undertakings, agreements or covenants shall
not  waive,  affect, or diminish any right of the Holder under this Agreement to
demand  strict  compliance and performance herewith. Any waiver by the Holder of
any  Event  of  Default  shall  not  waive or affect any other Event of Default,
whether  such Event of Default is prior or subsequent thereto and whether of the
same  or a different type. None of the undertakings, agreements and covenants of
the  Company  contained  in  this  Agreement,  and no Event of Default, shall be
deemed  to  have  been  waived by the Holder, nor may this Agreement be amended,
changed  or  modified,  unless such waiver, amendment, change or modification is
evidenced  by an instrument in writing specifying such waiver, amendment, change
or  modification  and  signed  by  the  Holder.

Article  18     Integration

This Note is the FINAL AGREEMENT between the Company and the Holder with respect
to  the  terms and conditions set forth herein, and, the terms of this Debenture
may  not  be  contradicted  by evidence of prior, contemporaneous, or subsequent
oral agreements of the Parties.  The execution and delivery of this Debenture is
done  in conjunction with the execution of the Transaction Documents, as defined
in  Article  16.

Article  19     Failure  to  Timely  Meet  Obligations

           The  Company  acknowledges that its failure to timely meet any of its
obligations  hereunder,  including,  but  without limitation, its obligations to
make  Payments,  deliver  shares  and,  as  necessary,  to register and maintain
sufficient  number  of  Shares, will cause the Holder to suffer irreparable harm
and  that  the  actual  damage  to  the  Holder  will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Debenture a provision for liquidated damages.  The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and amount of such liquidated damages are reasonable and do not constitute
a penalty.  The payment of liquidated damages shall not relieve the Company from
its  obligations  to  deliver  the  Common  Stock  pursuant to the terms of this
Debenture.


                                      *.*.*

<PAGE>

     IN  WITNESS WHEREOF, the Company has duly executed this Debenture as of the
date  first  written  above  and  duly  authorized  to  sign  on  behalf  of:

                         WALKER  FINANCIAL  CORP.
                         ------------------------

                              By: /s/Mitchell  S.  Segal
                                  ----------------------
                              Name:  Mitchell  S.  Segal
                              Title: Chief  Executive  Officer

                              DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
                              BY  ITS  GENERAL  PARTNER  DUTCHESS
                              CAPITAL  MANAGEMENT,  LLC


                         By: /s/Douglas  H.  Leighton
                             ------------------------
                         Name:  Douglas  H.  Leighton
                         Title: A  Managing  Member


<PAGE>
                                    Exhibit A

                              NOTICE OF CONVERSION
                              --------------------

     (To be Executed by the Registered Owner in order to Convert Debenture)
TO  WALKER  FINANCIAL  CORP.

     The  undersigned  hereby  irrevocably  elects,  as  of ________________, to
convert  $________________  of  its convertible debenture (the "Debenture") into
Common  Stock  of  Walker  Financial  Corp.(the  "Company")  according  to  the
                   ------------------------
conditions  set  forth  in  the  Debenture  issued  by  the  Company.

Date  of  Conversion________________________________________________


Applicable  Conversion  Price________________________________________


Number  of  Debentures  Issuable  upon  this  Conversion_______________________


Name(Print)___________Dutchess  Private  Equities Fund, II, LP _________________
                      ----------------------------------------

Address______________50  Commonwealth  Ave,  Boston,  MA  02116_____________
                     ------------------------------------------


Phone_____617-301-4700_____________  Fax________617-249-0947___________
          -------------------------             ------------





                    By:_______________________________________
                                  Douglas  Leighton

<PAGE>

                                   EXHIBIT B

<TABLE>

 ---------------------------------------------------------------
|Convertible Amount           Interest Rate        Redemption   |
|$   165,000.00                     12%               125%      |
 ---------------------------------------------------------------
<CAPTION>
<S>        <C>          <C>          <C>        <C>         <C>         <C>
                                                Applied to  Applied to  Applied to
              Amount    Balance Due    Payment   Principle   Interest   Redemption
---------  -----------  -----------  ----------  ----------  ---------  ----------
2/22/2005  $221,000.00  $223,190.15  $ 2,190.15  $     0.00  $2,190.15  $     0.00
3/1/2005   $221,000.00  $223,190.15  $ 2,190.15  $     0.00  $2,190.15  $     0.00
4/1/2005   $221,000.00  $223,190.15  $ 2,190.15  $     0.00  $2,190.15  $     0.00
5/1/2005   $221,000.00  $223,190.15  $47,327.66  $36,110.01  $2,190.15  $45,137.51
6/1/2005   $184,889.99  $186,722.28  $47,327.66  $36,396.29  $1,832.29  $45,495.37
7/1/2005   $148,493.70  $149,965.29  $47,327.66  $36,684.85  $1,471.60  $45,856.06
8/1/2005   $111,808.85  $112,916.89  $47,327.66  $36,975.69  $1,108.05  $46,219.62
9/1/2005   $ 74,833.15  $ 75,574.76  $47,327.66  $37,268.84  $  741.61  $46,586.05
9/1/2005   $ 37,564.31  $ 37,936.58  $47,327.66  $37,564.31  $  372.27  $46,955.39
</TABLE>