Exhibit 10.6
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                    DEBENTURE REGISTRATION RIGHTS AGREEMENT


     DEBENTURE  REGISTRATION  RIGHTS  AGREEMENT  (this "Agreement"), dated as of
February  20,  2006,  by and between Walker Financial Corp., a company organized
under  the  laws  of  state  of  Delaware  (the "Company"), and Dutchess Private
Equities  Fund,  II,  LP  (the  "Holder").

     WHEREAS,  upon  the terms and subject to the conditions of the Subscription
Agreement between the Holder and the Company (the "Subscription Agreement"), the
Company has agreed to issue and sell to the Holder convertible debentures of the
Company  (the  "Debentures"),  which  will  be convertible into shares of common
stock,  $.10  par  value  per  share  (the  "Common  Stock"),  of  the  Company.

     WHEREAS,  to  induce  the  Holder  to  execute and deliver the Subscription
Agreement,  Warrant  Agreement,  Security  Agreement and the Debenture Agreement
(collectively,  the  "Transaction Documents"), the Company has agreed to provide
certain  registration  rights  under the Securities Act of 1933, as amended, and
the  rules  and  regulations  thereunder,  or  any  similar  successor  statute
(collectively,  the  "1933  Act"),  and  applicable  state securities laws, with
respect  to  the  shares  of  Common Stock issuable pursuant to the Subscription
Agreement,  Warrant  Agreement  and  Debenture  Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing promises and the mutual
covenants  contained  hereinafter and other good and valuable consideration, the
receipt  and  sufficiency  of which are hereby acknowledged, the Company and the
Holder  hereby  agree  as  follows:


1.           DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

a.  "Closing  Date"  shall  mean  the  date  in  the preamble of this Agreement.

b.  "Debenture"  or  "Debentures"  mean  the convertible debenture issued by the
Company  to  the  Holder.

c.  "Holder"  shall  mean  Dutchess  Private  Equities  Fund,  II,  LP.

d.  "Effective  Date"  shall  mean  the  date  the  United States Securities and
Exchange  Commission  ("SEC")  has declared the Registration Statement effective
and  the  Company  has  filed  all necessary amendments, including the letter to
request  accelerated  effectiveness  and  the  Prospectus covering the resale of
Shares.

e.  "Face  Amount"  means two hundred and twenty-one thousand dollars ($221,000)
to  be  invested  by  the  Holder.

f.   "Filing Date" shall mean the date the Registration Statement has been filed
with  the  SEC (as determined by EDGAR) and no stop order of acceptance has been
issued  by  the  SEC.

g.   "Person"  means a corporation, a limited liability company, an association,
a  partnership,  an  organization,  a business, an individual, a governmental or
political  subdivision  thereof  or  a  governmental  agency.

h.  "Potential Material Event" means any of the following: (i) the possession by
the  Company  of  material information not ripe for disclosure in a Registration
Statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
Registration  Statement  would be detrimental to the business and affairs of the
Company, or (ii) any event or activity concerning the Company which would, based
on  a  good  faith  determination by the Company's Board of Directors, adversely
affect  the  Company  or  its shareholders if it were included in a Registration
Statement  or  other  filing.

i.  "Principal  Market"  means either The American Stock Exchange, Inc., The New
York  Stock  Exchange,  Inc.,  the  Nasdaq  National Market, The Nasdaq SmallCap
Market  or  the National Association of Securities Dealer's, Inc. OTC electronic
bulletin  board,  whichever is the principal market on which the Common Stock is
listed.

j.  "Register,"  "Registered,"  and  "Registration"  refer  to  a  registration
effected  by  preparing  and  filing  with  the  SEC  one  or  more Registration
Statements  in  compliance  with the 1933 Act and pursuant to Rule 415 under the
1933 Act or any successor rule providing for offering securities on a continuous
basis  ("Rule  415"),  and  effectiveness  of  such  Registration  Statement(s).

k.  "Registrable Securities" means the shares of Common Stock issued or issuable
(i) pursuant to the Subscription Agreement, and (ii) any shares of capital stock
issued  or issuable with respect to such shares of Common Stock and Warrants, if
any,  as a result of any stock split, stock dividend, recapitalization, exchange
or  similar  event  or  otherwise,  which  have  not  been  (x)  included  in  a
Registration  Statement  that  has  been declared effective by the SEC, (y) sold
under  circumstances  meeting  all  of  the  applicable  conditions of Rule 144,
promulgated  under  the Securities Act of 1933 (or any similar provision then in
force)  under the 1933 Act or (z) saleable without limitation as to time, manner
and  volume  pursuant  to  Rule  144(k) (or any similar provision then in force)
under  the  1933  Act.

l.  "Registration Statement" means a registration statement of the Company filed
under  the  1933  Act.

m.  "$"  and/or  "Dollar"  shall  mean  legal  currency  of the United States of
America.

     All  capitalized  terms  used  in  this Agreement and not otherwise defined
herein  shall  have  the  same  meaning  ascribed  to  them  in the Subscription
Agreement  or  Debenture  Agreement.

     For the purposes of determining dates for penalties or filing deadlines, as
outlined  in  this  Agreement, both parties agree that the date given by the SEC
shall  constitute  the  official  date.

     2.     REGISTRATION.

a.     Mandatory  Registration.  Within  ten (10) days of the Company filing the
2005  year  end  audited financials with the SEC on Form 10K-SB, but in no event
after  March  31,  2006,  (the  earlier of each being the "Filing Deadline") the
Company  shall  prepare  and  file  with  the  SEC  a  Registration Statement or
Registration  Statements  (as  is  necessary)  on Form SB-2 (or, if such form is
unavailable for such a registration, on such other form as is available for such
a registration), covering the resale of all of the Registrable Securities, which
Registration  Statement(s)  shall  state  that,  in  accordance  with  Rule  415
promulgated  under  the  1933  Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon  stock  splits, stock dividends or similar transactions.  The Company shall
initially register for resale an amount of shares of Common Stock which would be
issuable on the date preceding the filing of the Registration Statement based on
the  Fixed  Conversion  Price  (as  defined  in  the Debenture Agreement) of the
Debenture  on  February  20,  2006  and  the  amount  reasonably calculated that
represents  the number of shares issuable pursuant to the terms of the Offering,
including  those  Shares  underlying  the Warrant Agreement. The total amount of
Shares shall be both 1) the amount specified in the Warrant Agreement and 2) the
Face  Amount  of  the Debenture, 221,000, divided by the Fixed Conversion Price.
For  example,  if  the Fixed Conversion Price is ten cents ($.10) per share, the
amount  of  Shares  to  be  registered  will  be two million two hundred and ten
thousand  shares  (2,210,000)  shares.  (221,000/.10).  In the event the Company
cannot  register  sufficient shares of Common Stock, due to the remaining number
of  authorized  shares  of Common Stock being insufficient, the Company will use
its  best  efforts  to register the maximum number of shares it can based on the
remaining balance of authorized shares and will use its best efforts to increase
the  number  of  its  authorized  shares  as  soon  as  reasonably  practicable.

b.     The Company shall use its best efforts to have the Registration Statement
filed  by  the  Filing  Deadline.  If  the  Registration  Statement covering the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a)  hereof is not filed by the Filing Deadline, then the Company shall pay the
Holder  the  sum  of  two  percent  (2%)  per  month  of  the Face Amount of the
Debentures  outstanding  as  liquidated  damages,  and  not  as  a  penalty.  In
addition, for each twenty-one (21) day calendar period the Company fails to file
the Registration Statement, the Conversion Price of the Debentures will decrease
by  ten  percent  (10%) of the original Fixed Conversion Price.  For example, in
the  event  that  upon  the  twenty-first  (21st)  day  following  Closing,  the
Registration  Statement  has  not  been filed with the SEC, the Conversion Price
shall  decrease  by  ten  cents  (.10)  per  share.  (.10  x  10%=.01).

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall not be payable to the extent any delay in the filing of
the  Registration  Statement occurs because of an act of, or a failure to act or
to  act  timely  by  the  Holder  or  is  otherwise  attributable to the Holder.

     The  liquidated  damages set forth in this Section shall continue until the
obligation  is  fulfilled and shall be paid within three (3) business days after
each  thirty  (30)  day  period,  or  portion  thereof,  until  the Registration
Statement  is  filed.  Failure  of the Company to make payment within said three
(3) business days shall be considered a breach of this Agreement, and the Holder
may  elect  to  pursue  remedies  as  outlined  in  this  Section.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  filed  by  the  Filing  Deadline  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 register the Common Stock and deliver the Common
Stock  pursuant  to  the terms of this Agreement, the Subscription Agreement and
the  Debenture.

c.     The  Company  shall  use its best efforts and take all available steps to
have  the Registration Statement declared effective by the SEC within sixty (60)
calendar  days  after  the  Filing  Date (the "Effective Date Deadline"). If the
Registration  Statement covering the Registrable Securities required to be filed
by  the  Company pursuant to Section 2(a) hereof has not become effective by the
Effective  Date  Deadline,  then the Company shall pay the Holder the sum of two
percent (2%) of the Face Amount as liquidated damages, and not as a penalty, for
each  thirty  (30)  calendar  day  period, pro rata, compounded daily, following
Effective  Date  Deadline.

     If  the Registration Statement covering the Registrable Securities required
to be filed by the Company pursuant to Section 2(a) hereof has become effective,
and,  thereafter,  the Holder's right to sell is suspended, for any reason, then
the  Company shall pay the Holder the sum of two percent (2%) of the Face Amount
plus  interest  and  penalties  due to the Holder for the Registrable Securities
pursuant  to  the  Subscription Agreement for each ten (10) calendar day period,
pro  rata,  compounded  daily,  following  the suspension, until such suspension
ceases.

     Notwithstanding  the foregoing, the amounts payable by the Company pursuant
to  this  Section  shall  not  be  payable  to  the  extent  any  delay  in  the
effectiveness  of  the  Registration  Statement  or  any  suspension  of  the
effectiveness  occurs because of an act of, or a failure to act or to act timely
by  the  Holder  or  is  otherwise  attributable  to  the  Holder.

     The  damages  set forth in this Section shall continue until the obligation
is  fulfilled  and  shall  be paid within three (3) business days after each ten
(10)  day  period,  or  portion  thereof,  until  the  Registration Statement is
declared  effective  or  such suspension is released.  Failure of the Company to
make  payment within said three (3) business days shall be considered a default.

     The  Company  acknowledges  that  its  failure  to  have  the  Registration
Statement  becomeeffective  by  the  Effective  Date  Deadline  or to permit the
suspension  of  the  effectiveness of the Registration Statement, 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 register the Common Stock and deliver the Common
Stock  pursuant  to  the terms of this Agreement, the Subscription Agreement and
the  Debenture.

d.     The  Company  agrees  not  to  include any other securities, except those
securities  for  prior  financings or obligations (as disclosed in the Company's
filings  with  the  SEC),  by which the Company is obligated to include, in this
Agreement  in this Registration Statement without Holder's prior written consent
which  shall  not be unreasonably withheld, unless for the Holder.  Furthermore,
the  Company  agrees  that  it  will  not file any other Registration Statement,
including  those  on  Form  S-8,  for  other  securities, except for a bona fide
employee  stock  option  plan,  until  the earlier of 1) three hundred and sixty
(360) calendar days after the Effective Date unless it has written approval from
the  Holder  or  2)  the  Debenture  is  paid in full. Failure to obtain written
approval  from  the  Holder will cause the Holder to suffer damages that will be
difficult  to  ascertain.  Accordingly, the parties agree that it is appropriate
to include a provision for liquidated damages and the Company agrees to pay, the
Holder  the sum of two percent (2%) of the Face Amount as liquidated damages and
not  as a penalty for each thirty (30) calendar day period, pro rata, compounded
daily,  until  the  unauthorized  Registration  Statement  is  withdrawn.

     3.     RELATED  OBLIGATIONS.

     At such time as the Company is obligated to prepare and file a Registration
Statement  with  the SEC pursuant to Section 2(a), the Company will use its best
efforts  to  effect the registration of the Registrable Securities in accordance
with  the  intended method of disposition thereof and, with respect thereto, the
Company  shall  have  the  following  obligations:


a.          The  Company  shall  use its best efforts to cause such Registration
Statement  relating  to  the  Registrable  Securities to become effective by the
Effective  Date  Deadline  and  shall keep such Registration Statement effective
pursuant  to  Rule  415 until the Filing Date on which (A) the Holder shall have
sold  all  the  Registrable  Securities or the shares included therein otherwise
cease  to  be Registrable Securities, and (B) the Holder has no right to convert
the  securities  it  owns  into  Common  Stock under the Subscription Agreement,
Debenture  Agreement  or  Warrant  Agreement,  respectively  (the  "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses contained therein) shall, as of the date thereof, not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of the circumstances in which they were made, not misleading. The Company
shall  respond to any and all SEC comments or correspondence, whether written or
oral,  direct  or  indirect,  formal  or informal ("Comments"), within seven (7)
business  days of receipt by the Company of such Comments.  If the Company fails
to  respond  within  seven  (7)  business  days  of receipt of SEC Comments, the
Company  shall  pay to the Holder an amount equal to two percent (2%) per month,
on  a pro rata basis, compounded daily, of the Face Amount as liquidated damages
and  not  as a penalty; provided that the seven (7) business day period provided
herein shall be extended as may be required by delays caused by Holder's counsel
pursuant  to  paragraph  3(g)  below, and, provided further, that such seven (7)
business day period shall be extended two (2) business days for responses to SEC
staff  accounting  comments.  The Company shall cause the Registration Statement
relating to the Registrable Securities to become effective no later than two (2)
business days after notice from the SEC that the Registration Statement has been
cleared  of all comments. Failure to do so will result in the Face Amount of the
Debentures  to  be  increased,  as  liquidated damages, by five percent (5%) per
calendar  day  for  each  day that the Company does not request acceleration for
effectiveness  from  the  SEC.

b.     The  Company  shall  prepare  and  file  with  the  SEC  such  amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  during  the Registration Period, and, during such period, comply with
the  provisions  of  the  1933  Act  with  respect  to  the  disposition  of all
Registrable  Securities  of  the  Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance with the intended methods of disposition by the Holder as set
forth  in  such  Registration  Statement.  In  the event the number of shares of
Common  Stock  available  under  a Registration Statement filed pursuant to this
Agreement  is  at  any  time  insufficient  to  cover  all  of  the  Registrable
Securities,  the  Company shall amend such Registration Statement, or file a new
Registration Statement (on the short form available therefor, if applicable), or
both, so as to cover all of the Registrable Securities, in each case, as soon as
practicable,  but  in  any  event within forty-five (45) calendar days after the
necessity  therefor arises (based on the then Purchase Price of the Common Stock
and  other  relevant  factors  on  which the Company reasonably elects to rely),
assuming  the  Company  has sufficient authorized shares at that time, and if it
does not, within forty-five (45) calendar days after such shares are authorized.
The  Company  shall  use  it  best  efforts  to  cause such amendment and/or new
Registration  Statement to become effective as soon as practicable following the
filing  thereof.

     Prior  to  conversion  of  all  the  Shares  (as  defined  in the Debenture
Agreement  between  the  Company and the Holder of this date) if at any time the
conversion  of all the Shares outstanding would result in an insufficient number
of  authorized  shares  of  Common  Stock  being  available  to  cover  all  the
conversions,  or  in the event that Holder deems that the Shares authorized will
become  insufficient,  the  Company  will  move to call and hold a shareholder's
meeting within forty-five (45) calendar days for the sole purpose of authorizing
additional  shares  of  Common Stock to facilitate the conversions.   In such an
event  the  Company  shall  recommend  to all shareholders and management of the
Company  to  vote  their  shares in favor of increasing the authorized number of
shares  of  Common  Stock  in  sufficient  number  to  fully  cover the Holder's
conversion  rights.  The  Company  represents  and  warrants  that  under  no
circumstances  will  it  deny or prevent Holder's right to convert the Shares as
permitted  under  the  terms  of  the  Subscription  Agreement  or the Debenture
Registration  Rights  Agreement.  The  Holder  retains  the  right  to  request
additional  shares  upon  the  determination  the  company  may  not  be able to
facilitate  conversions  in  the  future.

c     The  Company  shall furnish to the Holder whose Registrable Securities are
included  in any Registration Statement and its legal counsel without charge and
upon  request  (i) promptly after the same is prepared and filed with the SEC at
least  one  copy  of  such  Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein
by  reference  and  all  exhibits,  the prospectus included in such Registration
Statement  (including  each  preliminary  prospectus)  and, with regards to such
Registration  Statement(s), any correspondence by or on behalf of the Company to
the SEC or the staff of the SEC and any correspondence from the SEC or the staff
of the SEC to the Company or its representatives, (ii) upon the effectiveness of
any  Registration  Statement,  a  copy  of  the  prospectus  included  in  such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies  as  the  Holder may reasonably request) and (iii) such other
documents,  including  copies  of  any  preliminary  or final prospectus, as the
Holder  may  reasonably  request  from  time  to time in order to facilitate the
disposition  of  the  Registrable  Securities.  The Company filing the documents
described  in  this paragraph through the Electronic Data Gathering Analysis and
Retrieval  System  ("EDGAR")  shall  constitute  delivery.

d.     The  Company shall use reasonable efforts to (i) register and qualify the
Registrable  Securities covered by a Registration Statement under the applicable
securities  or "blue sky" laws of such states of the United States as reasonably
specified  by  the  Holder,  (ii)  prepare and file in those jurisdictions, such
amendments  (including  post-effective  amendments)  and  supplements  to  such
registrations  and  qualifications  as  may  be  necessary  to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (y) subject itself to general taxation in any such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company  shall  promptly  notify  the  Holder  who  holds
Registrable  Securities  of  the receipt by the Company of any notification with
respect  to  the  suspension  of the registration or qualification of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in  the  United  States  or  its  receipt  of actual notice of the
initiation  or  threatening  of  any  proceeding  for  such  purpose.

e.  The  Company shall immediately notify the Holder in writing of the happening
of  any  event  as  a  result of which the prospectus included in a Registration
Statement,  as  then  in  effect,  would  then  contain an untrue statement of a
material  fact  or  omission  to state a material fact, which would otherwise be
required  to  be  stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading; and, as a
result,  is required to be supplemented or as a result of which the Registration
Statement  is  required  to  be  amended  ("Registration  Default")  and use all
diligent efforts to promptly prepare any necessary supplement to such prospectus
or  amendment  to such Registration Statement and take any other necessary steps
to  cure  the Registration Default, (which, if such Registration Statement is on
Form  S-3,  may  consist  of  a document to be filed by the Company with the SEC
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as defined below)
and  to  be  incorporated by reference in the prospectus) to correct such untrue
statement  or omission, and deliver one (1) copy of such supplement or amendment
to  Holder  (or  such  other  number of copies as Holder may reasonably request;
delivery  via EDGAR shall constitute delivery). Failure to cure the Registration
Default  within  five  (5)  business  days  shall  result  in the Company paying
liquidated  damages of two percent (2%) of the then outstanding principal amount
of  the  Debentures  then  held  by the Holder for each thirty (30) calendar day
period  or  portion  thereof,  beginning  on the date of suspension. The Company
shall  also  promptly  notify  Holder  in  writing  (i) when a prospectus or any
prospectus  supplement  or  post-effective  amendment has been filed, and when a
Registration  Statement  or  any  post-effective  amendment has become effective
(notification of such effectiveness shall be delivered to Holder by facsimile on
the  same  day of such effectiveness and by overnight mail), (ii) of any request
by  the SEC for amendments or supplements to a Registration Statement or related
prospectus  or  related  information,  (iii)  of  the  Company's  reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate,  (iv)  in  the  event  the  Registration Statement is no longer
effective  or, (v) the Registration Statement is stale for a period of more than
five  (5)  Trading  Days as a result of the Company's failure to timely file its
financials  with  the  SEC.

     The  Company acknowledges that its failure to cure the Registration Default
within  three (3) business days will cause the Holder 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.

It  is the intention of the parties that interest payable under any of the terms
of  this  Agreement  shall  not  exceed  the  maximum amount permitted under any
applicable law. If a law, which applies to this Agreement which sets the maximum
interest  amount, is finally interpreted so that the interest in connection with
this  Agreement  exceeds the permitted limits, then: (1) any such interest shall
be  reduced  by  the  amount  necessary  to reduce the interest to the permitted
limit; and (2) any sums already collected (if any) from the Company which exceed
the  permitted limits will be refunded to the Company.  The Holder may choose to
make  this  refund  by  reducing  the  amount  that  the Company owes under this
Agreement or by making a direct payment to the Company.  If a refund reduces the
amount  that  the  Company  owes  the Holder, the reduction will be treated as a
partial payment.  In the event that any provision of this Agreement is held by a
court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so  that  it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Agreement will not in any way
be  affected  or  impaired  thereby.

f.     The  Company  shall  use  its best efforts to prevent the issuance of any
stop order or other  suspension of effectiveness of a Registration Statement, or
the  suspension  of  the  qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  and,  if such an order or suspension is issued,  to
obtain  the  withdrawal  of  such  order  or suspension at the earliest possible
moment  and  to  notify  the  Holder  of  the  issuance  of  such  order and the
resolution  thereof.  The  Company  will  immediately  notify  the  Holder  of a
proceeding,  or  threat  of  proceeding,  the  result  of which could effect the
effectiveness  of  the  registration  statement.

g.     The  Company  shall  permit  the  Holder and its counsel, of the Holder's
choosing, to review and comment upon all Registration Statements, amendments and
supplements,  at  least  seven  (7) days prior to filing.  The Company shall not
file  any  Registration  Statement  with  which Holder or its counsel reasonably
objects.

h.     At  the request of the Holder, the Company shall cause to be furnished to
the  Holder,  on  the  date of the effectiveness of a Registration Statement, an
opinion, dated as of such date, of counsel representing the Company for purposes
of  such  Registration  Statement,  in  the  form  of  Exhibit D attached to the
Subscription  Agreement.

i.     The  Company  shall  make  available for inspection by (i) the Holder and
(ii)  one firm of attorneys and one firm of accountants or other agents retained
by the Holder (collectively, the "Inspectors") all pertinent financial and other
records,  and  pertinent  corporate  documents  and  properties  of  the Company
(collectively,  the  "Records"), as shall be reasonably deemed necessary by each
Inspector,  and  cause the Company's officers, directors and employees to supply
all  information  which any Inspector may reasonably request; provided, however,
that  each  Inspector  shall  hold  in  strict confidence and shall not make any
disclosure  (except  to  the  Holder)  or use of any Record or other information
which  the  Company  determines  in  good faith to be confidential, and of which
determination  the Inspectors are so notified, unless (a) the disclosure of such
Records  is  necessary  to  avoid  or  correct a misstatement or omission in any
Registration  Statement  or  is  otherwise  required under the 1933 Act, (b) the
release  of such Records is ordered pursuant to a final, non-appealable subpoena
or  order  from a court or government body of competent jurisdiction, or (c) the
information  in  such  Records  has  been made generally available to the public
other  than  by  disclosure in violation of this or any other agreement of which
the  Inspector  has  knowledge.  The  Holder agrees that it shall, upon learning
that  disclosure of such Records is sought in or by a court or governmental body
of  competent  jurisdiction  or  through  other means, give prompt notice to the
Company  and  allow the Company, at its expense, to undertake appropriate action
to  prevent  disclosure  of,  or  to  obtain a protective order for, the Records
deemed  confidential.

j.     The  Company  shall  hold  in  confidence  and not make any disclosure of
information  concerning  the Holder unless (i) disclosure of such information is
necessary  to  comply with federal or state securities laws, (ii) the disclosure
of  such information is necessary to avoid or correct a misstatement or omission
in  any Registration Statement, (iii) the release of such information is ordered
pursuant  to  a  subpoena  or  other final, non-appealable order from a court or
governmental  body  of competent jurisdiction, or (iv) such information has been
made  generally available to the public other than by disclosure in violation of
this  Agreement  or any other agreement.  The Company agrees that it shall, upon
learning that disclosure of such information concerning a Holder is sought in or
by  a  court  or  governmental  body  of competent jurisdiction or through other
means,  give  prompt  written  notice to the Holder and allow the Holder, at the
Holder's  expense,  to undertake appropriate action to prevent disclosure of, or
to  obtain  a  protective  order  for,  such  information.

k.     The  Company  shall  use  its  best  efforts  to  secure  designation and
quotation  of  all  the  Registrable  Securities  covered  by  any  Registration
Statement  on the Principal Market.  If, despite the Company's best efforts, the
Company  is  unsuccessful  in  satisfying this obligation, it shall use its best
efforts  to  cause  all  the  Registrable Securities covered by any Registration
Statement  to be listed on each other national securities exchange and automated
quotation system, if any, on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then  permitted under the rules of such exchange or system.  If,
despite  the  Company's  best efforts, the Company is unsuccessful in satisfying
its  obligation  in  this  Section,  it  will use its best efforts to secure the
inclusion  for  quotation with Pink Sheets, LLC.  The Company shall pay all fees
and  expenses  in  connection  with satisfying its obligation under this Section
3(k).

l.     The  Company  shall  cooperate  with  the Holder to facilitate the timely
preparation  and  delivery  of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement  and  enable such certificates to be in such denominations or amounts,
as  the case may be, as the Holder may reasonably request and registered in such
names  of  the  Persons  who  shall acquire such Registrable Securities from the
Holder,  as  the  Holder  may  request.

m.     The  Company  shall  provide  a  transfer  agent  for all the Registrable
Securities  not  later than the Closing Date of the first Registration Statement
filed  pursuant  hereto.

n.     If  requested  by the Holder, the Company shall (i) as soon as reasonably
practical,  incorporate  in  a prospectus supplement or post-effective amendment
such  information  as  Holder  reasonably  determines should be included therein
relating  to  the  sale  and  distribution of Registrable Securities, including,
without  limitation, information with respect to the offering of the Registrable
Securities  to  be sold in such offering; (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters  to  be  incorporated  in  such  prospectus supplement or post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if  reasonably  requested  by  Holder.

o.     The  Company  shall  use  its  best  efforts  to  cause  the  Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

p.     The  Company  shall  make  available  to the Holder as soon as reasonably
practical,  but  not later than ninety (90) calendar days after the close of the
period  covered  thereby,  an  earnings  statement  (in  form complying with the
provisions  of  Rule  158  under  the  1933  Act) covering a twelve-month period
beginning  not  later  than  the  first day of the Company's fiscal quarter next
following  the  effective  date of any Registration Statement.  Filing via EDGAR
shall  constitute  delivery.

q.     The  Company  shall  otherwise  use  its  best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

r.     Within  three  (3)  business  day  after the Registration Statement which
includes  Registrable  Securities  is declared effective by the SEC, the Company
shall  deliver, and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Registrable  Securities,  with copies to the Holder,
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form attached hereto as Exhibit A. Failure to do so will result in
the  Face Amount on the Debentures to be increased by  two percent (2%) per day,
as  liquidated  damages,  and  not  as  a  penalty.

s.     After the SEC declares the Registration Statement cleared of all comments
and the Company's acceptance of the effectiveness of the Registration Statement,
the  Company  shall  file  a  prospectus  covering  the  resale  of  the  Shares
("Prospectus")  within  two (2) trading days.  In the event the Company does not
file  the Prospectus within two (2) trading days of the Effective Date, then the
Company shall pay the Holder the sum of five percent (5%) of the Face Amount due
to  the  Holder for each two (2) trading day period, pro rata, compounded daily,
following  the  two  (2)  trading  day  period  until  the  Prospectus is filed.

t.     The Company shall take all other reasonable actions necessary to expedite
and  facilitate disposition by the Holder of the Registrable Securities pursuant
to  a  Registration  Statement.

     4.     OBLIGATIONS  OF  THE  HOLDER.

a.     At  least  five  (5)  calendar days prior to the first anticipated filing
date of a Registration Statement, the Company shall notify the Holder in writing
of  the information the Company requires from the Holder.   The Holder covenants
and  agrees  that, in connection with any resale of Registrable Securities by it
pursuant  to  a  Registration  Statement,  it  shall  comply  with  the "Plan of
Distribution"  section  of  the current prospectus relating to such Registration
Statement.

b.     The  Holder,  by  the  Holder's acceptance of the Registrable Securities,
agrees  to  cooperate with the Company as reasonably requested by the Company in
connection  with  the  preparation  and  filing  of  any  Registration Statement
hereunder  and  in  responding  to  SEC  comments  in  connection  therewith.

c.     The  Holder  agrees  that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  the  Holder  will  immediately  discontinue  disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities until Holder's receipt of the copies of the supplemented
or  amended  prospectus  contemplated  by  Section 3(f) or the first sentence of
3(e).

     5.     EXPENSES  OF  REGISTRATION.

     All  expenses,  other than underwriting discounts and commissions, incurred
in connection with registrations, filings or qualifications pursuant to Sections
2  and  3,  including,  without  limitation,  all  registration,  listing  and
qualifications  fees,  printing  and  accounting  fees,  and reasonable fees and
disbursements  of  counsel  for  the  Company shall be paid by, and are the sole
obligation  of,  the  Company.

     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:


a.          To the fullest extent permitted by law, the Company will, and hereby
agrees  to,  indemnify,  hold  harmless  and  defend  the  Holder who holds such
Registrable  Securities,  the  directors, officers, partners, employees, agents,
representatives  of,  and  each  Person,  if any, who controls Holder within the
meaning  of the 1933 Act or the Securities Exchange Act of 1934, as amended (the
"1934  Act")  (each,  an  "Indemnified  Person"),  against  any  losses, claims,
damages,  liabilities,  judgments,  fines, penalties, charges, costs, attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims"),  incurred in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light of the circumstances under which the statements therein were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material  fact contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the  1933  Act,  the  1934  Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i)  through  (iii) being, collectively, "Violations").  Subject to the
restrictions  set  forth  in  Section  6(c)  with respect to the number of legal
counsel,  the  Company  shall  reimburse  the  Holder  and each such controlling
person,  promptly as such expenses are incurred and are due and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any  such Claim. Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation committed by any Indemnified Person or which occurs in
reliance  upon  and  in  conformity with information furnished in writing to the
Company  by  any  Indemnified  Person  expressly  for use in connection with the
preparation  of  the  Registration  Statement  or  any such amendment thereof or
supplement thereto, if such prospectus were timely made available by the Company
pursuant  to  Section 3(c); (ii) shall not be available to the extent such Claim
is  based  on (a) a failure of the Holder to deliver or to cause to be delivered
the prospectus made available by the Company or (b) the Indemnified Person's use
of  an  incorrect  prospectus  despite  being promptly advised in advance by the
Company  in  writing  not  to use such incorrect prospectus; and (iii) shall not
apply  to amounts paid in settlement of any Claim if such settlement is effected
without  the  prior  written  consent of the Company, which consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless  of  any investigation made by or on behalf of the Indemnified Person
and  shall  survive  the  resale  of  the  Registrable  Securities by the Holder
pursuant  to  the  Registration  Statement.

b.          In connection with any Registration Statement in which the Holder is
participating,  the  Holder  agrees to severally and not jointly indemnify, hold
harmless  and defend, to the  same extent and in the same manner as is set forth
in  Section  6(a), the Company, each of its  directors, each of its officers who
signs  the Registration Statement, each Person, if any, who controls the Company
within  the  meaning  of the 1933 Act or the 1934 Act (collectively and together
with  an  Indemnified  Person,  an  "Indemnified  Party"),  against any Claim or
Indemnified Damages to which any of them may become subject, under the 1933 Act,
the  1934  Act  or otherwise, insofar as such Claim or Indemnified Damages arise
out  of or are based upon any Violation, in each case to the extent, and only to
the  extent,  that such Violation occurs in reliance upon and in conformity with
written  information  furnished  to  the  Company by Holder expressly for use in
connection  with  such  Registration  Statement;  and,  subject to Section 6(c),
Holder will reimburse any legal or other expenses reasonably incurred by them in
connection  with  investigating  or defending any such Claim; provided, however,
that  the  indemnity  agreement contained in this Section 6(b) and the agreement
with  respect  to contribution contained in Section 7 shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of  Holder,  which consent shall not be unreasonably withheld;
provided,  further,  however, that the Holder shall be liable under this Section
6(b)  for  only that amount of a Claim or Indemnified Damages as does not exceed
the  net  proceeds  to  Holder as a result of the sale of Registrable Securities
pursuant  to  such  Registration Statement.  Such indemnity shall remain in full
force  and  effect  regardless of any investigation made by or on behalf of such
Indemnified  Party and shall survive the resale of the Registrable Securities by
the  Holder  pursuant to the Registration Statement. Notwithstanding anything to
the  contrary  contained herein, the indemnification agreement contained in this
Section  6(b)  with respect to any preliminary prospectus shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary prospectus were corrected on a timely basis in
the  prospectus,  as  then  amended  or  supplemented.

c.          Promptly after receipt by an Indemnified Person or Indemnified Party
under  this  Section 6 of notice of the commencement of any action or proceeding
(including  any  governmental  action  or  proceeding)  involving  a Claim, such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to  be  made against any indemnifying party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of  the  commencement  thereof, and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  control  of  the  defense  thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with the fees and expenses to be paid by the indemnifying party, if, in
the  reasonable  opinion  of  counsel  retained  by  the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by such counsel in such proceeding.  The indemnifying
party  shall pay for only one separate legal counsel for the Indemnified Persons
or the Indemnified Parties, as applicable, and such counsel shall be selected by
the  Holder,  if  the  Holder  is  entitled to indemnification hereunder, or the
Company, if the Company is entitled to indemnification hereunder, as applicable.
The  Indemnified  Party  or  Indemnified  Person  shall cooperate fully with the
indemnifying  party  in  connection  with any negotiation or defense of any such
action  or claim by the indemnifying party and shall furnish to the indemnifying
party  all  information  reasonably  available  to  the  Indemnified  Party  or
Indemnified  Person  which  relates  to  such action or claim.  The indemnifying
party  shall  keep the Indemnified Party or Indemnified Person fully apprised at
all  times  as  to the status of the defense or any settlement negotiations with
respect  thereto.  No  indemnifying  party shall be liable for any settlement of
any  action, claim or proceeding effected without its written consent, provided,
however,  that  the indemnifying party shall not unreasonably withhold, delay or
condition  its  consent. No indemnifying party shall, without the consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect to such Claim.  Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified  Person  with  respect  to  all third parties, firms or corporations
relating  to the matter for which indemnification has been made.  The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability  to  the Indemnified Person or Indemnified Party under this Section 6,
except  to  the extent that the indemnifying party is actually prejudiced in its
ability  to  defend  such  action.

d.          The  indemnification  required  by  this  Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

e.          The  indemnity  agreements  contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law; provided, however, that: (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6;  (ii)  no  seller  of  Registrable  Securities  guilty  of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled  to  contribution from any seller of Registrable Securities who was not
guilty  of fraudulent misrepresentation; and (iii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received  by  such  seller  from  the  sale  of  such  Registrable  Securities.

          8.     REPORTS  UNDER  THE  EXHANGE  ACT.
With  a  view  to  making  available  to  the  Holders  the benefits of Rule 144
promulgated  under  the  Securities Act or any similar rule or regulation of the
SEC  that may at any time permit the Investors to sell securities of the Company
to  the  public  without  registration  ("Rule  144")  the  Company  agrees  to:
(a)  make  and  keep public information available, as those terms are understood
and  defined  in  Rule  144;
(b)  file  with  the  SEC  in  a  timely  manner all reports and other documents
required of the Company under the Securities Act and the Exchange Act so long as
the  Company remains subject to such requirements and the filing of such reports
and  other  documents  as are required by the applicable provisions of Rule 144;
and
(c)  furnish  to  the  Holder so long as the Holder owns Registrable Securities,
promptly  upon  request,  (i)  a  written  statement  by the Company that it has
complied with the reporting requirements of Rule 144, the Securities Act and the
Exchange  Act,  (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investors to
sell  such  securities  pursuant  to  Rule  144  without  registration.

     9.     NO  ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  registration  rights and obligations under this Agreement shall not be
assignable.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the written consent of both the Company and the
Holder  of  the  Registrable  Securities.  Any  amendment  or waiver effected in
accordance  with  this  Section  10  shall  be  binding  upon the Holder and the
Company.  No  such amendment shall be effective to the extent that it applies to
less  than  all  of the Holders of the Registrable Securities.  No consideration
shall  be  offered  or  paid  to  any  Person to amend or consent to a waiver or
modification  of  any  provision  of  any  of  this  Agreement  unless  the same
consideration  also  is  offered  to  all  of  the  parties  to  this Agreement.

     11.     MISCELLANEOUS.

a.     Any  notices,  consents,  waivers  or  other  communications  required or
permitted  to  be given under the terms of this Agreement 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  Holder:

     At  the  address  listed  in  the  Questionnaire.


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

a.     Failure of any party to exercise any right or remedy under this Agreement
or  otherwise, or delay by a party in exercising such right or remedy, shall not
operate  as  a  waiver  thereof.

b.     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.

c.     This  Agreement  and  the  Transaction  Documents  (as  defined  in  the
Subscription Agreement)constitute the entire set of agreements among the parties
hereto  with  respect  to  the  subject matter hereof and thereof.  There are no
restrictions,  promises,  warranties or undertakings, other than those set forth
or  referred  to  in  the  Transaction  Documents.

d.     This  Agreement  and  the  Transaction  Documents  supersede  all  prior
agreements  and  understandings  among  the  parties  hereto with respect to the
subject  matter  hereof  and  thereof,  with  the  exception  of  the  Debenture
Agreement,  Debenture Registration Rights Agreement and Warrant Agreement signed
by  the  Company  and  the  Holder  on  December  23,  2005.

e.     The  headings in this Agreement are for convenience of reference only and
shall  not  limit  or  otherwise  affect  the  meaning  hereof.

f.     This  Agreement may be executed in two or more counterparts, all of which
taken  together shall constitute one instrument.  Execution and delivery of this
Agreement  by  exchange of facsimile copies bearing the facsimile signature of a
party  shall  constitute  a  valid  and  binding  execution and delivery of this
Agreement  by  such  party.  Such  facsimile copies shall constitute enforceable
original  documents.

g.     Each  party  shall do and perform, or cause to be done and performed, all
such  further  acts  and  things,  and  shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

h.     All  consents  and other determinations to be made by the Holder pursuant
to  this  Agreement shall be made, unless otherwise specified in this Agreement,
by  the  Holder  holding  a  majority  of  the  Registrable  Securities.

i.     The  language  used  in  this Agreement will be deemed to be the language
chosen  by  the  parties  to  express their mutual intent and no rules of strict
construction  will  be  applied  against  any  party.

j.     The  execution  and  deliver  of this Agreement shall in no way alter the
force  and  effect of the Debenture Registration Rights Agreement signed between
the  Company  and  the Holder on December 23, 2005.  All terms and conditions as
outlined  in  that  Agreement  shall  continue  to  enforceable.

          12.  WAIVER.

     The  Holder's  delay  or  failure at any time or times hereafter to require
strict performance by 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.

          13.  PAYMENT  OF  PENALTIES

     Any  accrued penalties incurred herein by the Company for failure to act in
a  timely  manner,  as described in this Agreement, shall be charged to the Face
Amount of the Debenture (as defined in the Debenture), unless specifically noted
otherwise.  The  Holder reserves the rights to take Payment of Penalties in cash
or  in  Common Stock priced at the Conversion Price (as defined in the Debenture
Agreement).

                                      * * *



<PAGE>

IN  WITNESS  WHEREOF, the parties have caused this Registration Rights Agreement
to be duly executed as of the day and year first above written.  Duly authorized
to  sign  on  behalf  of:



                             WALKER FINANCIAL CORP

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

                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     Walker  Financial  Corp
             ------------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  Walker  Financial  Corp, a Delaware corporation (the
                           -------------------------
"Company"),  and  have  represented  the Company in connection with that certain
Subscription Agreement (the "Subscription  Agreement") entered into by and among
the  Company  and _________________________ (the "Holder") pursuant to which the
Company  has agreed to issue to the Holder shares of the Company's common stock,
$.10  par  value  per share (the "Common Stock") on the terms and conditions set
forth  in  the  Subscription Agreement.  Pursuant to the Subscription Agreement,
the  Company  also  has  entered  into  a Registration Rights Agreement with the
Holder  (the  "Registration  Rights  Agreement")  pursuant  to which the Company
agreed,  among  other things, to register the Registrable Securities (as defined
in  the  Registration  Rights  Agreement),  including the shares of Common Stock
issued  or issuable under the Subscription Agreement under the Securities Act of
1933, as amended (the "1933 Act").  In connection with the Company's obligations
under  the Registration Rights Agreement, on ____________ ___, 2006, the Company
filed  a  Registration  Statement  on  Form  S- ___ (File No. 333-________) (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
"SEC")  relating  to  the  Registrable  Securities  which  names the Holder as a
selling  shareholder  thereunder.

     In connection with the foregoing, we advise you that [a member of the SEC's
                                                          =
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective]  [the Registration Statement has become
                                       =========================================
effective] under the 1933 Act at [enter the time of effectiveness] on [enter the
   =======                        -------------------------------      ---------
date  of  effectiveness]  and  to  the  best  of our knowledge, after telephonic
-----------------------
inquiry  of  a  member  of  the  SEC's  staff,  no  stop  order  suspending  its
------
effectiveness  has  been  issued and no proceedings for that purpose are pending
------
before,  or  threatened by, the SEC and the Registrable Securities are available
--
for  resale  under  the  1933  Act  pursuant  to  the  Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

     By:     ____________________
cc:     [Holder]