Exhibit 10.1
                                                                    ------------

     THIS AMENDMENT IS DATED FEBRUARY 20, 2006 TO THE ORIGINAL AGREEMENT DATED
                            DECEMBER 23, 2005, BELOW.

                               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                                       $220,000
PRICE                                              $220,000
DEBENTURE  NUMBER                                  December  -  2005-101
ISSUANCE  DATE                                     December  23,  2005
MATURITY  DATE                                     December  22,  2010

     FOR  VALUE  RECEIVED,  Walker  Financial  Corp. a Delaware corporation (the
"Company"),  hereby  promises  to  pay  DUTCHESS  PRIVATE  EQUITIES FUND, II, LP
("Holder")  by  December 22, 2010 (the "Maturity Date"), the principal amount of
Two Hundred and Twenty Thousand Dollars ($220,000) U.S., and to pay interest and
redemption on the principal amount hereof, and any accrued penalties accrued, in
such  amounts,  at  such times and on such terms and conditions as are specified
herein.

     The  Debenture  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 twelve percent (12%) annual coupon on the unpaid Face
Amount  of this Debenture (the "Debenture") at such times and in such amounts as
outlined  in this section.  The Company will make mandatory prepaid payments, in
advance,  on  the  interest  ("Interest  Payment"),  with  the  minimum Interest
Payments  outlined  in  Exhibit  B  for  the  first  four (4) months, and herein
incorporate  by  reference  in the amount of two thousand one hundred and eighty
dollars  and  twenty-four  cents  ($2,180.24)  per  month for the first four (4)
months  following 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  the  U.S.  Securities  and  Exchange Commission
("SEC")  declaring  the  registration  statement  for  the shares underlying the
Debenture  ("Registration  Statement")  effective  ("Effective  Date").

     Amortizing  payments  will  be  made by the Company in satisfaction of this
Debenture  (each  a  "Payment,"  and collectively, the "Payments") shall be made
monthly  on  the  first day of each business day of each month while there is an
outstanding  balance  on  the Debenture, to the Holder, in the amounts ("Payment
Amount" and collectively, the "Payment Amounts") outlined below on the following
schedule:

     Payment  for  Month  1  (due  within  three  (3) days of the
     Issuance Date) through  Month  4                                 $ 2,180.24
     Payment  for  Month  4  and  each  month  thereafter             $56,315.03

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 thereof, 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 incorporate
by  reference.

     Section  2.2     Subsequent  to  the  Effective  Date.

     The  Holder,  at  its sole option, shall be entitled to either a) request a
Payment  from  the  Company in the amounts set forth in the table in Section 2.1
above;  or,  b)  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 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)

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

     Section  2.3  Prepayment

The  Company  may  make  additional  payments  toward  Redemption ("Prepayment")
without any penalties.  After Closing, the Company must make a Prepayment to the
Holder  when  the  aggregate  amount  of financing received by the Company is in
excess  of  one dollar ($1.00), excluding any monies raised from the Equity Line
of Credit. ("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 Prepayment of the Debenture with Interest until the
Face  Amount  is paid in full.  The Prepayments 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.


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 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 unpaid Face Amount of and accrued interest on
     this  Debenture  may  be converted, in whole or in part, any time following
the  Closing  Date.  Such  conversion  shall  be  effectuated  by sending to the
Company a facsimile or via electronic mail the signed Notice of Conversion which
evidences  Holder's  intention  to convert the Debenture 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 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 that
business  day, with receipt being via a confirmation of time of facsimile of the
Holder.

(b)     Common  Stock to be Issued.     Upon the conversion of any Debenture and
upon  receipt  by  the  Company  of  a  facsimile  of  Holder's signed Notice of
Conversion  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  that  time  the  Registration Statement has been declared
effective  (or  with proper restrictive legend if the Registration Statement has
not  as  yet  been declared effective), in such denominations to be specified at
conversion  representing the number of shares of Common Stock issuable upon such
conversion,  as  applicable.   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 set
forth  herein.

(c)     Conversion  Rate.  Holder  is entitled to convert the unpaid Face Amount
of  this  Debenture, plus accrued interest, any time following the Closing Date,
at  the  lesser of (i)  the lowest closing bid price of the Common Stock between
December  12,  2005  and  the date of filing the registration statement covering
resale  of  the  shares  underlying  this  Debenture;  or (ii) ten cents ($.10).
("Fixed  Conversion  Price"),  each being referred to as the "Conversion Price".
No fractional shares or scrip representing fractions of shares will be issued on
     conversion,  but  the number of shares issuable shall be rounded up, as the
case  may be, to the nearest whole share.  The Holder shall retain all rights of
conversions  during  any  partial  trading  days.

(d)     Nothing  contained  in  this  Debenture  shall be deemed to establish or
require the payment of 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 shall be
returned  with  reasonable  promptness  by  the  Holder  to  the  Company.

(e)     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 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)     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, then in such event the Company shall pay to Holder
three  percent (3%) per day in cash, of the dollar value of the Debentures being
converted,  compounded  daily,  per each day after the fourth (4th) business day
following  the  Conversion  Date  that  the Common Stock is not delivered to the
Purchaser,  as  liquidated  damages.

                The  Company acknowledges that its failure to deliver the Common
Stock  within  four  (4)  business days after the Conversion Date will cause the
Holder  to  suffer  damages  in  an  amount that 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  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.

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

              The  Company  shall  make any payments incurred 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 a 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 three (3)
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 all Holders of
the entire amount of Debentures then outstanding. If, at any time 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, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (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 all existing Holders of
outstanding  Debentures,  by  facsimile,  within three (3) business days of such
default  (with  the original delivered by overnight or two day courier), and the
Holder  shall  give notice to the Company by facsimile within five business days
of  receipt  of the Notice of Conversion Default (with the original delivered by
overnight  or  two day courier) of its election to either nullify or confirm the
Notice  of  Conversion.

     The Company agrees to pay to Holder of outstanding Debenture payments for a
Conversion  Default  ("Conversion  Default Payments") in 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 (the "Authorization Date") that the Company
authorizes a sufficient number of shares of Common Stock to effect conversion of
all  remaining  Debentures.  The  Company  shall  send  notice  ("Authorization
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.  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, which
Conversion  Default shall be payable as follows:  (i) in the event Holder elects
to  take  such  payment  in  cash, cash payments shall be made to such Holder of
outstanding  Debentures  by the fifth (5th) day of the following calendar month,
or (ii) in the event Holder elects to take such payment in stock, the Holder may
convert such payment amount into Common Stock  at  the conversion rate set forth
in  Section  3.2(c)  at any time after the fifth (5th) day of the calendar month
following  the  month  in which the Authorization Notice was received, until the
expiration  of  the  mandatory  three  (3)  year  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 damages in an amount that 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 of any
portion  of  the  Debenture  to be converted (the "Delivery Date"), the transfer
agent  fails  for  any reason to deliver the Common Stock upon conversion by the
Holder  and  after  such  Delivery  Date the Holder purchases, in an open market
transaction  or otherwise, shares of Common Stock (the "Covering Shares") solely
in  order  to  make  delivery  in  satisfaction of a sale of Common Stock by the
Holder (the "Sold Shares"), which delivery such Holder anticipated to make using
the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to
the  Holder,  in  addition  to  any other amounts due to Holder pursuant to this
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 three (3) 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 such
     number  of  prospectuses and 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.

(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  (X)  the number of authorized shares or (Y) 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 still
cannot  issue such shares of Common Stock without violating the Cap Regulations,
the  holder  of  a  Debenture  which  cannot  be  converted as result of the Cap
Regulations  (each  such  Debenture,  an "Unconverted Debenture") 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 such 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 (the
"Redemption  Date")  on  which  the  Redemption  Amount  is  paid to the holder.

     A  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, RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE  UNDER  SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN
EXEMPTION  FROM  REGISTRATION  UNDER  SUCH  ACT  IS  AVAILABLE.

     (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 to facilitate the
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.  The  Company represents and warrants that under no circumstances
will  it  deny  or prevent 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 Section 3.2(g).  The investor, at his option, may
request  the  company  to  authorize and issue additional shares if the investor
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 (x) the
sum of the principal of the outstanding Debentures plus accrued interest thereon
multiplied  by  (y)  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 or down,
as  the  case  may  be,  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 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 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.

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  upon  such  written  assumption.

Article  5       Security

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

Article  6          Defaults  and  Remedies

Section  6.1     Events  of  Default.  An  "Event  of Default" occurs if (a) the
Company  does  not  make  the  Payment  of  the  principal  of this Debenture by
conversion into Common Stock within five (5) business days of the Maturity Date,
     upon  redemption  or  otherwise,  (b)  the Company does not make a Payment,
other  than  a  payment  of  principal,  for a period of three (3) business days
thereafter,  (c) any of the Company's representations or warranties contained in
the Subscription Agreement 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  after notice thereof, (d) the Company pursuant to or within
the  meaning  of  any  Bankruptcy Law (as hereinafter defined):  (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, (e) the Company's
Common  Stock  is  suspended  or  no  longer  listed  on any recognized exchange
including  electronic over-the-counter bulletin board for in excess of three (3)
consecutive  Trading  Days  (e) the Company violates any terms and conditions of
the  Registration Rights Agreement (f) the Registration Statement underlying the
Debenture  is not declared effective by the SEC within twelve (12) months of the
Issuance  Date.

As  used  in  this  Section 6.1, the term "Bankruptcy Law" means Title 11 of the
United  States  Code  or  any  similar  federal  or  state law for the relief of
debtors.  The term "Custodian" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.  A default under clause (c) or (e)
above  is  not  an  Event  of  Default until the holders of at least one hundred
percent  (100%)  of the aggregate principal amount of the Debentures outstanding
notify  the Company of such default and the Company does not cure it within five
(5) business days after the receipt of such notice, unless the Company commences
to  cure such default within such period, which must specify the default, demand
that  it  be  remedied  and state that it is a "Notice of Default". Prior to the
expiration  of  the  time  for  curing  a  default as set forth in the preceding
sentence,  the  holders  of  a  majority  in  aggregate  principal amount of the
Debentures  at  the  time outstanding (exclusive of Debentures then owned by the
Company  or any subsidiary or affiliate) may, on behalf of the holders of all of
the  Debentures,  waive  any  past Event of Default hereunder (or any past event
which,  with  the  lapse  of  time  or  notice  and  lapse of time designated in
subsection  (a),  would  constitute  an  Event  of  Default  hereunder)  and its
consequences, except a default in the payment of the principal of or interest on
any  of the Debentures. In the case of any such waiver, such default or Event of
Default  shall  be deemed to have been cured for every purpose of this Debenture
and  the  Company  and  the holders of the Debentures shall be restored to their
former  positions  and  rights hereunder, respectively; but no such waiver shall
extend  to  any  subsequent  or  other  default  or  impair any right consequent
thereon.

          In the Event of Default and provided the Debentures have not been paid
in full, the Holder may elect to secure a portion of the Company's assets not to
exceed  200%  of the Face Amount of the Note,  in Pledged Collateral (as defined
in the Security Agreement).  The Holder may also elect to garnishee 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 for each Event of Default under this Agreement.
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 a
penalty  for liquated damages ("Liquidated Damages").  The Liquated Damages will
be  compounded  daily.  It  is the intention and acknowledgement of both parties
that  the  Liquidated  Damages  not  be  deemed  as  interest.



Section  6.2     Acceleration.  If an Event of Default occurs and is continuing,
the  Holder  hereof 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.  Upon such declaration, the remaining principal
amount  shall  be  due  and  payable  immediately.

Section  6.3     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.

Article  7          Registered  Debentures

Section  7.1     Record Ownership.  The Company, or its attorney, shall maintain
a register of the holders 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 actually received by the
Company  before  it  is  notified that the Debenture has been acquired by a bona
fide  purchaser and the Holder has delivered to the Company an indemnity bond in
such amount and issued by such surety as the Company deems satisfactory together
with  an  affidavit  of the Holder setting forth the facts concerning such loss,
destruction or wrongful taking and such other information in such form with such
proof  or  verification  as  the  Company  may  request.

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:

     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.

Article  9          Time
     Where  this  Debenture  authorizes  or requires the payment of money or the
performance  of  a  condition  or obligation on a Saturday or Sunday or a public
holiday,  or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday,  such  payment  may be made or condition or obligation performed on the
next  succeeding  business day, and if the period ends at a specified hour, such
payment  may  be made or condition performed, at or before the same hour of such
next  succeeding  business  day,  with  the  same force and effect as if made or
performed  in  accordance  with  the  terms of this Debenture.  A "business day"
shall  mean a day on which the banks in Boston, Massachusetts are generally open
for  business.

Article  10          No  Assignment

     This  Debenture  shall  not  be  assignable.

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          Litigation

DISPUTES  SUBJECT  TO  ARBITRATION  GOVERNED  BY  MASSACHUSETTS  LAW
--------------------------------------------------------------------

     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  Company  shall  retain  the  option  to  redeem  the  Holder  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     Investor  Warrants

     As an additional inducement to Holder, the Company shall issue a warrant to
purchase  up  to  fifty-five  thousand  dollars ($55,000) worth of shares of its
common stock exercisable at the strike prices outlined in the Warrant Agreement,
attached  hereto  and  incorporated  by  reference,  to  Holder.

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, and
Security Agreement (collectively, the "Transaction Documents") pursuant to which
the  Company  has agreed to provide certain rights and obligations as defined in
the  documents.

Article  17     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
waiver,  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.

                                      *.*.*


<PAGE>

     IN  WITNESS  WHEREOF,  the  Company has duly executed this Amendment to the
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>

<TABLE>

 ---------------------------------------------------------------
|Convertible Amount           Interest Rate        Redemption   |
|$   220,000.00                     12%               125%      |
 ---------------------------------------------------------------
<CAPTION>
<S>        <C>          <C>          <C>        <C>         <C>         <C>
                                                Applied to  Applied to        Applied to
              Amount    Balance Due    Payment   Principle   Interest         Redemption
---------  -----------  -----------  ----------  ----------  ---------        ----------
1/1/2005   $220,000.00  $222,180.24  $ 2,180.24  $     0.00  $2,180.24  PAID  $     0.00
2/21/2005  $220,000.00  $222,180.24  $ 2,180.24  $     0.00  $2,180.24  PAID  $     0.00
3/1/2005   $220,000.00  $222,180.24  $ 2,180.24  $     0.00  $2,180.24        $     0.00
4/1/2005   $220,000.00  $222,180.24  $ 2,180.24  $     0.00  $2,180.24        $54,134.79
5/1/2005   $220,000.00  $222,180.24  $56,315.03  $43,651.18  $1,751.05        $54,563.98
6/1/2005   $176,692.17  $178,443.22  $56,315.03  $43,997.26  $1,318.46        $54,996.57
7/1/2005   $133,040.98  $134,359.44  $56,315.03  $44,346.07  $  882.44        $55,432.59
8/1/2005   $ 89,043.73  $ 89,926.17  $56,315.03  $44,697.65  $  442.96        $55,872.07
9/1/2005   $ 44,697.65  $ 45,140.62  $56,315.03  $45,052.02     ($0.00)       $56,315.03
</TABLE>