Exhibit 10.28

                                 PROMISSORY NOTE

FACE  AMOUNT                                        $900,000
PRICE                                               $750,000
INTEREST  RATE                                      0%  per  month
NOTE  NUMBER                                        May-2006-101
ISSUANCE  DATE                                      May  25,  2006
MATURITY  DATE                                      December  21,  2007

FOR  VALUE  RECEIVED, Walker Financial, Inc., a Delaware corporation, and all of
its  subsidiaries  (the  "Company") (OTC BB: WLKF) hereby promises to pay to the
order  of  DUTCHESS  PRIVATE  EQUITIES FUND, L.P. (the "Holder") by the Maturity
Date,  or  earlier,  the Face Amount of Nine Hundred Thousand Dollars ($900,000)
U.S.,  (this  "Note")  in  such  amounts,  at  such  times and on such terms and
conditions  as  are  specified herein (sometimes hereinafter the Company and the
Holder  are  referred  to  collectively  as  "the  Parties").

Any  capitalized  term  not  defined  in this Note are defined in the Investment
Agreement  for the Equity Line of Credit between Dutchess Private Equities Fund,
II,  LP  (the "Investor") and the Company (the "Equity Line"), which definitions
the  Company  and  the  Holder  incorporate  herein  by  reference.

ARTICLE  1          Method  of  Payment

Section  1.1  Payments made to the Holder by the Company in satisfaction of this
Note  (referred  to  as a "Payment," or "Payments") shall be drawn from each Put
under  the  Equity  Line  of Credit provided by the Investor to the Company. The
Company  shall  make  payments  to the Holder in the amount of the greater of a)
fifty  percent (50%) of each Put (as defined in the Investment Agreement between
the Company and the Investor dated February 20, 2006) given to the Investor from
the  Company;  or,  b)  seventy-five  thousand  dollars  ($75,000) (the "Payment
Amount")  until  the  Face Amount is paid in full, minus any fees due. The First
Payment  will be due on July 1, 2006 and each subsequent Payment will be made at
the  Closing  of each Put ("Payment Date" or "Payment Dates") until this Note is
paid  in  full, with a minimum amount of seventy-five thousand dollars ($75,000)
per  month.  Notwithstanding  any  provision  to  the contrary in this Note, the
Company  may pay in full to the Holder the Face Amount, or any balance remaining
thereon,  in  readily  available funds at any time and from time to time without
penalty.

Section  1.2     Payments pursuant to this Note shall be drawn directly from the
Closing  of  each  Put  and shall be wired directly to the Holder on the Closing
Date  and  shall  be  included  in  the  calculation of the Threshold Amount (as
defined  in  Section  1.4,  below).  The  Company  agrees  to  fully execute and
diligently  carry  out  Puts  to  the  Investor,  on  the terms set forth in the
Investment  Agreement.  The  Company agrees that the Put Amount shall be for the
maximum  amount  allowed  under  the Investment Agreement.  Further, the Company
agrees to issue Puts to the Investor for the maximum frequency allowed under the
     Investment  Agreement.  Failure  to comply with the terms of the Investment
Agreement with respect to the Puts will result in an Event of Default as defined
in  this  Agreement  in  Article  4.

Section  1.3     In order to assist the Company in meeting its obligations under
this  note,  the  Company  hereby authorizes the Investor to transfer funds from
each  Put  directly to the Holder.  A Put shall be deemed closed after the funds
are  transferred  to  the  Holder.

Section  1.4     After Closing, the Company must make a Prepayment to the Holder
when  the aggregate amount of financing ("Financing") received by the Company is
in  excess  of  seven  hundred and fifty thousand dollars ($750,000) ("Threshold
Amount").  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
Note  and  any penalties until the Face Amount is paid in full.  The Prepayments
shall  be  made  to  the  Holder  within  two (2) business days of the Company's
receipt  of  the Financing. Failure to do so will result in an Event of Default.
The  Threshold  Amount  shall  also  pertain  to any assets sold, transferred or
disposed  of  by  the  Company  and  any  cash balances in the Company's bank or
brokerage  accounts  at  the  end  of  each  month.

ARTICLE  2             Collateral

Section  2.1     The Company does hereby agree to issue to the Holder for use as
Collateral  forty  (40)  signed  Put  Notices consistent with the conditions set
forth  in Article 12.  In the event, the Holder uses the Collateral in full, the
Company  shall  immediately  deliver  to  the  Holder  additional  Put Sheets as
requested  by  the  Holder.

Section 2.2 Upon the completion of the Company's obligation to the Holder of the
Face  Amount  of this Note, the Company will not be under any further obligation
to  complete additional Puts. All remaining Put sheets shall be marked "VOID" by
the  Holder  and  returned  to  the  Company  at  the  Company's  request.


ARTICLE  3             Unpaid  Amounts

Section  3.1     In  the  event  that  on  the Maturity Date the Company has any
remaining  amounts  unpaid  on this Note (the "Residual Amount"), the Holder can
exercise  its  right  to  increase  the  Face  Amount by ten percent (10%) as an
initial  penalty  AND  an  additional  two and one-half percent (2.5%) per month
                  ---
paid,  pro  rata  for  partial  periods, compounded daily, as liquidated damages
("Liquidated Damages").  If a Residual Amount remains, the Company is in Default
and  the  Holder  may  elect  remedies  as  set  forth in Article 4, below.  The
Parties  acknowledge  that  Liquidated  Damages  are not interest and should not
constitute  a  penalty.


ARTICLE  4          Defaults  and  Remedies

Section  4.1     Events  of  Default. An "Event of Default" occurs if any one of
the  following  occur:

(a)     The  Company does not make a Payment within two (2) business days of (i)
the  Closing  of  a Put; or (ii) a Payment Date;  or, (iii) a Residual Amount on
the  Note  exists  on  the  Maturity  Date;  or

(b)     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 the Company or for
its  property; (iv) makes an 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 its property; or (C) orders the
liquidation  of  the  Company,  and  the order or decree remains unstayed and in
effect  for  sixty  (60)  calendar  days;  or

(c)     The  Company's  $0.10  par  value  common  stock (the "Common Stock") is
suspended  or  is  no  longer  listed  on  any recognized exchange, including an
electronic  over-the-counter  bulletin  board,  for  in  excess  of  four  (4)
consecutive  trading  days;  or

(d)     Either  the  registration  statement  for  the  underlying shares in the
Investment  Agreement  is  not  effective for any reason and is not cured within
five  (5)  days;  or,

(e)     Any  of  the  Company's  representations or warranties contained in this
Agreement  were  false  when  made;  or,

(f)     The  Company materially breaches this Agreement, and such breach, if and
only  if  such  breach  is  subject  to cure, continues for a period of five (5)
business  days.

(g)  The  Company fails to effect the information statement of Form 14C to lower
the  par  value  of  the  Common  Stock  to  .0001  by  July  1,  2006.

As  used  in  this  Section 4.1, 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.

Section  4.2     Remedies.  In  the  Event  of  Default, the Holder may elect to
garnish  Revenue from the Company in an amount that will repay the Holder on the
schedules  outlined  in  this Agreement and fully enforce the Security Agreement
dated  February  20,  2006,  between  the  Holder  and  the  Company.

     For  EACH  AND  EVERY  Event of Default, as outlined in this Agreement, the
          ----------------
Holder  can  exercise  its  right to increase the Face Amount of the Note by ten
percent  (10%)  as  an  initial  penalty.  In  addition, the Holder may elect to
increase  the  Face  Amount  of  the Note by two and one-half percent (2.5%) per
month  as  Liquidated  Damages,  compounded daily.  The Parties acknowledge that
Liquidated Damages are not interest under the terms of this Agreement, and shall
not  constitute  a  penalty.

     In  the  event  of  a  Default hereunder, the Holder, at its sole election,
shall  have  the  right,  but  not  the  obligation,  to  either:

          a)  Switch  the Residual Amount to a three-year ("Convertible Maturity
Date"),  eighteen  percent  (18%)  interest bearing convertible debenture at the
terms  described  hereinafter  (the  "Convertible  Debenture").  In the event of
Default,  the  Convertible  Debenture  shall  be considered closed ("Convertible
Closing  Date"),  as of the date of the Event of Default.  If the Holder chooses
to  convert  the  Residual  Amount to a Convertible Debenture, the Company shall
have  twenty  (20)  business  days  after notice of default from the Holder (the
"Notice  of Convertible Debenture") to file a registration statement covering an
amount  of  shares equal to three hundred percent (300%) of the Residual Amount.
Such registration statement shall be declared effective under the Securities Act
of  1933,  as  amended  (the  "Securities  Act"), by the Securities and Exchange
Commission  (the  "Commission")  within  seventy-five  (75) business days of the
Convertible  Closing  Date.   In  the  event  the  Company  does  not  file such
registration  statement  within  twenty  (20)  business  days  of  the  Holder's
request,  or such registration statement is not declared by the Commission to be
effective  under  the  Securities Act within the time period described above the
Residual  Amount  shall  increase by five thousand dollars ($5,000) per day.  In
the  event  the Company is given the option for accelerated effectiveness of the
registration statement, the Company will cause such registration statement to be
declared  effective  as  soon  as  reasonably  practicable and will not take any
action  to  delay  the  registration to become effective.  In the event that the
Company  is  given  the option for accelerated effectiveness of the registration
statement,  but  chooses not to cause such registration statement to be declared
effective  on such accelerated basis, the Residual Amount shall increase by five
thousand  dollars  ($5,000)  per day commencing on the earliest date as of which
such  registration statement would have been declared to be effective if subject
to  accelerated  effectiveness;  or

           b) The Holder may increase the Payment Amount described under Article
1  to  fulfill  the repayment of the Residual Amount.  The Company shall provide
full  cooperation to the Holder in directing funds owed to the Holder on any Put
made  by  the Company to the Investor.  The  Company  agrees to diligently carry
out  the  terms  outlined  in  the Investment Agreement for delivery of any such
shares.  In the event the Company is not diligently fulfilling its obligation to
direct  funds  owed  to  the  Holder  from  Puts  to the Investor, as reasonably
determined  by  the  Holder,  the  Holder  may, after giving the Company two (2)
business days advance notice to cure the same, elect to increase the Face Amount
of  the  Note by 2.5% each day, compounded daily, in additional to and on top of
additional  remedies  available  to  the  Holder  under  this  Note.

Section  4.3     Conversion  Privilege

(a)     The  Holder  shall  have  the right to convert the Convertible Debenture
into  shares  of Common Stock at any time following the Convertible Closing Date
and  before  the close of business on the Convertible Maturity Date.  The number
of  shares  of  Common  Stock  issuable  upon  the conversion of the Convertible
Debenture  shall be determined pursuant to Section 4.4, but the number of shares
issuable  shall  be  rounded  up  to  the  nearest  whole  share.

(b)     The Holder may convert the Convertible Debenture in whole or in part, at
     any  time  and  from  time  to  time.

(c)     In  the  event  all  or any portion of the Convertible Debenture remains
outstanding  on the Convertible Maturity Date (the "Debenture Residual Amount"),
the  unconverted  portion  of  such  Convertible Debenture will automatically be
converted  into  shares  of Common Stock on such date in the manner set forth in
Section  4.4.

Section  4.4     Conversion  Procedure.

(a)  The Holder may elect to convert the Residual Amount in whole or in part any
time  and  from  time  to  time  following  the  Convertible  Closing Date. Such
conversion  shall be effectuated by providing the Company, or its attorney, with
that  portion  of  the  Convertible  Debenture  to  be converted together with a
facsimile  or  original  of  the  signed  notice  of  conversion (the "Notice of
Conversion").  The  date  on  which  the  Notice  of  Conversion  is  effective
("Conversion  Date")  shall  be  deemed  to  be the date on which the Holder has
delivered  to  the  Company  a  facsimile  or  original  of the signed Notice of
Conversion, as long as the original Convertible Debenture(s) to be converted are
received  by  the  Company  within  five  (5) business days thereafter. When the
Convertible  Debenture has been provided to the Company, the Holder can elect to
either  reissue  the  Convertible Debenture, or continually convert the existing
Debenture.  Any  Notice  of  Conversion  faxed by the Holder to the Company on a
particular  day shall be deemed to have been received no later than the previous
business day (receipt being via a confirmation of the time such facsimile to the
Company  is  received).

(b) Common Stock to be Issued. Upon the conversion of any Convertible Debentures
by  the  Holder,  the  Company  shall instruct its transfer agent to issue stock
certificates  without  restrictive legends or stop transfer instructions, if, at
that  time,  the  aforementioned registration statement described in Section 4.2
has  been  declared  effective  (or  with  proper  restrictive  legends  if  the
registration  statement  has  not  as yet been declared effective), in specified
denominations  representing  the  number of shares of Common Stock issuable upon
such  conversion.  In the event that the Debenture is deemed saleable under Rule
144  of the Securities Exchange Act of 1933, the Company shall, upon a Notice of
Conversion,  instruct  the  transfer  agent  to  issue free trading certificates
without  restrictive  legends,  subject to other applicable securities laws. The
Company  is  responsible  to  for  all costs associated with the issuance of the
shares,  including  but  not  limited  to  the  opinion  letter,  FedEx  of  the
certificates  and any other costs that arise. The Company shall act as registrar
of  the  Shares  of  Common Stock to be issued and shall maintain an appropriate
ledger  containing  the  necessary  information with respect to each Convertible
Debenture.  The Company warrants that no instructions have been given or will be
given  to  the  transfer agent which limit, or otherwise prevent resale and that
the  Common  Stock  shall otherwise be freely resold, except as may be set forth
herein  or  subject  to  applicable  law.

(c)  Conversion  Rate.  The Holder is entitled to convert the Debenture Residual
Amount,  plus  accrued interest and penalties, anytime following the Convertible
Closing  Date,  at  the  lesser  of either (i) seventy-five percent (75%) of the
lowest  closing  bid  price  during  the  fifteen  (15) trading days immediately
preceding the Notice of Conversion, or (ii) 100% of the lowest bid price for the
twenty  (20)  trading  days  immediately  preceding the Convertible Closing Date
("Fixed 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  to  the  nearest  whole  share.

(d)     Nothing  contained  in  the  Convertible  Debenture  shall  be deemed to
establish  or  require  the  Company  to pay interest to the Holder at a rate in
excess  of  the maximum rate permitted by applicable 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.  In  the  event this Section 4.4(d) applies, the Parties agree that the
terms  of this Note shall remain in full force and effect except as is necessary
to  make  the  interest  rate  comply  with  applicable  law.

(e)  The  Holder  shall  be  treated  as a shareholder of record on the date the
Company  is  required  to  issue the Common Stock to the Holder. If prior to the
issuance  of  stock  certificates,  the  Holder designates another person as the
entity  in  the  name of which the stock certificates requesting the Convertible
Debenture  are  to  be  issued, the Holder shall provide to the Company evidence
that either no tax shall be due and payable as a result of such transfer or that
the  applicable  tax  has  been paid by the Holder or such person. If the Holder
converts  any  part of the Convertible Debentures, or will be, the Company shall
issue to the Holder a new Convertible Debenture equal to the unconverted amount,
immediately  upon  request  by  the  Holder.

(f)  Within  three (3) business days after receipt of the documentation referred
to  in  this Section, the Company shall deliver a certificate, 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 five
(5) business days after the Conversion Date, the Company shall pay to the Holder
an  additional  one percent (1%) per day in cash of the full dollar value of the
Debenture  Residual  Amount  then  remaining after conversion, compounded daily.

(g)  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 Convertible Debentures by the
Holder  of  the entire amount of Convertible Debentures then outstanding. If, at
any  time,  the  Holder  submits a Notice of Conversion and the Company does not
have  sufficient  authorized but unissued shares of Common Stock (or alternative
shares  of  Common  Stock  as may be contributed by stockholders of the Company)
available  to  effect,  in  full,  a conversion of the Convertible Debentures (a
"Conversion  Default,"  the date of such default being referred to herein as the
"Conversion  Default  Date"),  the  Company shall issue to the Holder all of the
shares  of  Common Stock which are available. Any Convertible Debentures, or any
portion  thereof,  which  cannot  be  converted  due  to  the  Company's lack of
sufficient authorized common stock (the "Unconverted Debentures"), may be deemed
null and void upon written notice sent by the Holder to the Company. The Company
shall provide notice of such Conversion Default ("Notice of Conversion Default")
to  the  Holder,  by  facsimile,  within  two (2) business days of such default.

(h)     The  Company  agrees to pay the Holder payments for a Conversion Default
("Conversion  Default  Payments")  in  the  amount  of (N/365) multiplied by .24
multiplied  by the initial issuance price of the outstanding or tendered but not
converted Convertible Debentures held by the 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 Convertible Debentures.  The Company shall
send  notice  ("Authorization  Notice")  to the Holder that additional shares of
Common  Stock  have  been  authorized, 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 set forth in the first sentence of this paragraph, upon written
notice  sent  by  the  Holder  to the Company, which Conversion Default shall be
payable  as follows:  (i) in the event the Holder elects to take such payment in
cash,  cash  payment shall be made to the Holder  within five (5) business days,
or (ii) in the event Holder elects to take such payment in stock, the Holder may
convert  at  the  conversion  rate  set  forth  in  the  first  sentence of this
paragraph  until  the  expiration  of  the  conversion  period.

(i) 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  Convertible  Debentures in full will cause the Holder to suffer irreparable
harm,  and that the actual damages to the Holder 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 under the
circumstances,  do  not  constitute a penalty. The payment of liquidated damages
shall  not  relieve the Company from its obligations to deliver the Common Stock
pursuant  to  the  terms  of  this  Convertible  Debenture.

(j)  If,  by the third (3rd) business day after the Conversion Date, any portion
of  the  shares  of  the  Convertible  Debentures have not been delivered to the
Holder  and  the  Holder  purchases, in an open market transaction or otherwise,
shares  of  Common  Stock  (the "Covering Shares") necessary to make delivery of
shares  which  would  had  been delivered if the full amount of the shares to be
converted  had  been  delivered to the Holder, then the Company shall pay to the
Holder,  in  addition  to  any  other  amounts  due  to  Holder pursuant to this
Convertible Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as
defined  below).  The  "Buy  In  Adjustment  Amount"  is the amount equal to the
excess,  if  any,  of (x) the Holder's total purchase price (including brokerage
commissions,  if  any) for the Covering Shares minus (y) the net proceeds (after
brokerage  commissions, if any) received by the Holder from the sale of the Sold
Shares.  The  Company  shall  pay  the Buy-In Adjustment Amount to the Holder in
immediately  available  funds within five (5) business days of written demand by
the  Holder.  By  way of illustration and not in limitation of the foregoing, if
the  Holder  purchases  shares  of  Common  Stock  having a total purchase price
(including  brokerage  commissions) of $11,000 to cover a Buy-In with respect to
shares  of  Common  Stock  it  sold  for  net  proceeds  of  $10,000, the Buy-In
Adjustment  Amount  which the Company will be required to pay to the Holder will
be  $1,000.

ARTICLE  5          Additional  Financing  and  Registration  Statements

Section  5.1     The  Company  will  not  enter  into  any  additional financing
agreements  whether  for debt or equity, without prior expressed written consent
from  the  Holder,  which shall not be unreasonably withheld.  Violation of this
Section  5.1 will result in an Event of Default and the Holder may elect to take
the  action  or  actions  outlined  in  Article  4.

Section  5.2     The  Company  agrees  that  it  shall not file any registration
statement  which  includes any of its Common Stock, including those on Form S-8,
unless  for  a  bona  fide employee benefit plan, until such time as the Note is
paid  off in full ("Lock-Up Period") or without the prior written consent of the
Holder.

Section  5.3     If,  at  any  time, while this Note is outstanding, the Company
issues or agrees to issue to any entity or person ("Third Party") for any reason
whatsoever,  any  common stock or securities convertible into or exercisable for
shares  of  common  stock  (or  modify  any  such  terms  in effect prior to the
execution  of  this  Note)  (a  "Third Party Financing"), at terms deemed by the
Holder  to  be more favorable to the Third Party, then the Company grants to the
Holder  the right, at the Holder's election, to modify the terms of this Note to
match  or  conform  to  the  more  favorable  term  or  terms of the Third Party
Financing.  The  rights of the Holder in this Section 5.3 are in addition to all
other  rights  the  Holder  has pursuant to this Note and the Security Agreement
between  the  Holder  and  the  Company.

Section  5.4     During  the  period  of  time  that  this Note is in force, the
Company's  officers, insiders, affiliates or other related parties shall refrain
from  selling  any  Stock.

ARTICLE  6          Notice.

Section  6.1     Any notices, consents, waivers or other communications required
or  permitted  to  be  given under the terms of this Note must be in writing and
will  be  deemed  to  have  been  delivered  (i)  upon  delivery, 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, so long as it is properly addressed.  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:

Dutchess  Capital  Management,  LLC
Douglas  Leighton
50  Commonwealth  Ave,  Suite  2
Boston,  MA  02116
(617)  301-4700
(617)  249-0947

Section  6.2     The  Parties  are  required to provide each other with five (5)
business  days  prior  notice to the other party of any change in address, phone
number  or  facsimile  number.

ARTICLE  7          Time

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

ARTICLE  8          No  Assignment.

      This  Note  and the obligations hereunder shall not be assigned, except as
otherwise  provided  herein.

ARTICLE  9          Rules  of  Construction.

     In  this Note, 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 tense so
indicates,  words of the neuter gender may refer to any gender.  The numbers and
titles  of  sections  contained  in  the  Note  are  inserted for convenience of
reference  only,  and  they  neither form a part of this Note nor are they to be
used  in  the  construction or interpretation hereof.  Wherever, in this Note, 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.

ARTICLE  10          Governing  Law

     The  validity,  terms,  performance  and  enforcement of this Note 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  11          Disputes  Subject  to  Arbitration

     The  parties  to  this  Note  will  submit all disputes arising under it 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.  Nothing in this
section  shall  limit the Holder's right to obtain an injunction for a breach of
this  Agreement  from  a  court  of  law.

ARTICLE  12          Conditions  to  Closing

     The Company shall have delivered the proper Collateral to the Holder before
Closing  of  this  Note.

ARTICLE  13          Structuring  and  Administration  Expense

     The Company agrees to pay for related expenses associated with the proposed
transaction  of  $60,000.  This  amount  shall cover, but is not limited to, the
following:  due  diligence  expenses,  UCC-1  filing  fees,  document  creation
expenses,  closing  costs,  and  transaction  administration  expenses. All such
structuring  and  administration  expenses  shall  be  deducted  from  the first
closing.

ARTICLE  14          Indemnification

     In  consideration  of the Holder's execution and delivery of this Agreement
and  the  acquisition  and funding by the Holder of this Note and in addition to
all  of the Company's other obligations under the documents contemplated hereby,
the  Company  shall  defend, protect, indemnify and hold harmless the Holder and
all  of its shareholders, officers, directors, employees, counsel, and direct or
indirect  investors  and  any  of  the  foregoing  person's  agents  or  other
representatives  (including,  without  limitation,  those retained in connection
with  the  transactions  contemplated  by  this  Agreement)  (collectively,  the
"Indemnities")  from  and  against any and all actions, causes of action, suits,
claims, losses, costs, penalties, fees, liabilities and damages, and expenses in
connection  therewith (irrespective of whether any such Indemnitee is a party to
the  action  for  which  indemnification  hereunder  is  sought), and including,
without  limitation,  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by  any  Indemnitee  as  a result of, or
arising  out  of,  or  relating  to  (i)  any misrepresentation or breach of any
representation  or  warranty  made  by  the  Company  in  the Note, or any other
certificate,  instrument  or  document  contemplated  hereby or thereby (ii) any
breach  of any covenant, agreement or obligation of the Company contained in the
Note  or  any  other  certificate, instrument or document contemplated hereby or
thereby,  except  insofar  as  any  such misrepresentation, breach or any untrue
statement,  alleged  untrue  statement,  omission or alleged omission is made in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by,  or  on behalf of, the Holder or is based on illegal trading of the
Common  Stock by the Holder. To the extent that the foregoing undertaking by the
Company  may be unenforceable for any reason, the Company shall make the maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the Indemnified
Liabilities  that  is permissible under applicable law. The indemnity provisions
contained  herein  shall be in addition to any cause of action or similar rights
the  Holder  may  have,  and  any  liabilities  the  Holder  may  be subject to.

ARTICLE  15          Incentive  Shares

     The  Company  shall  issue  one million (1,000,000) shares of unregistered,
restricted  Common  Stock  to  the  Holder  as  an  incentive for the investment
("Incentive  Shares").  The  Incentive  Shares  shall  be  issued  and delivered
immediately  to  the  Holder and shall carry piggyback registration rights.   In
the  event  the  Incentive  Shares  are  not registered in the next registration
statement,  the  Company  shall  pay  to  the  Holder, as a penalty, one million
(1,000,000)  additional  shares  of  common  stock  for each time a registration
statement  is  filed  and  the  Shares are not included.  The Holder at its sole
discretion may waive such penalty.  The Company's failure to issue the Incentive
Shares  constitutes  an Event of Default and the Holder may elect to enforce the
remedies  outlined in Article 4.  The Company's obligation to provide the Holder
with  the  Incentive Shares, as set forth herein, shall survive the operation of
the  Agreement  and any default on this obligation shall provide the Holder with
all rights, remedies and default provisions set forth in this Note, or otherwise
available  by  law.  At any time after Closing, the Holder, at it's sole option,
will  be  entitled  to  request  an  additional  one  million  two  hundred  and
twenty-five thousand (1,225,000) shares ("Additional Incentive Shares") from the
Company, provided, however, that the issuance of the Additional Incentive Shares
does  not  result  in  the  Holder owning more than 4.99% of the Company's total
Common  Shares  outstanding.

ARTICLE  16          Use  of  Proceeds

     The Company shall use the funds for general corporate purposes as generally
outlined  on  the budget attached hereto as Exhibit A and incorporated herein by
reference.  Any  material  deviations from the budget as outlined will result in
an  Event  of  Default and the Holder may elect to seek the remedies outlined in
this  Agreement.

ARTICLE  17          Waiver

     The  Holder's  delay  or  failure at any time or times hereafter to require
strict  performance  by  Company of any obligations, undertakings, agreements or
covenants  shall  not  waive,  affect, or diminish any right of the Holder under
this  Note  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 Note, and no Event of Default,
shall be deemed to have been waived by the Holder, nor may this Note be amended,
changed  or  modified,  unless such waiver, amendment, change or modification is
evidenced by a separate instrument in writing specifying such waiver, amendment,
change  or  modification  and  signed  by  the  Holder.

ARTICLE  18          Senior  Obligation

     The  Company  shall cause this Note to be senior in right of payment to all
other  current  or future debt of the Company.  The Company warrants that it has
taken  all necessary steps to subordinate its other obligations to the rights of
the  Holder  in  this  Note.

ARTICLE  19          Transactions  With  Affiliates

          While  there  is  an  outstanding  balance  on  the Note (the "Lock-Up
Period"),  the  Company  shall not, and shall cause each of its Subsidiaries not
to,  enter  into, amend, modify or supplement, or permit any Subsidiary to enter
into,  amend,  modify  or  supplement, any agreement, transaction, commitment or
arrangement with any of its or any Subsidiary's officers, directors, persons who
were  officers  or  directors  at  any  time  during  the  previous  two  years,
shareholders who beneficially own five percent (5%) or more of the Common Stock,
or  affiliates  or with any individual related by blood, marriage or adoption to
any  such  individual  or with any entity in which any such entity or individual
owns  a  five  percent (5%) or more beneficial interest (each a "RELATED PARTY")
during  the Lock Up Period; except for (i) customary employment arrangements and
benefit  programs  on  reasonable  terms  (including  changes  currently  under
discussion with the Company's Board of Directors concerning the compensation, to
be  payable  in  stock,  of  the  Chairman  of  the  Board), (ii) any agreement,
transaction,  commitment or arrangement on an arms-length basis on terms no less
favorable  than  terms which would have been obtainable from a person other than
such  Related  Party,  or  (iii)  any  agreement,  transaction,  commitment  or
arrangement  which  is  approved by a majority of the disinterested directors of
the  Company.  For  purposes  hereof, any director who is also an officer of the
Company  or  any Subsidiary of the Company shall not be a disinterested director
with  respect  to  any  such  agreement, transaction, commitment or arrangement.
"AFFILIATE"  for  purposes  hereof  means, with respect to any person or entity,
another  person  or  entity that, directly or indirectly, (i) has a five percent
(5%)  or  more  equity  interest in that person or entity, (ii) has five percent
(5%)  or  more  common ownership with that person or entity, (iii) controls that
person  or  entity,  or  (iv)  shares common control with that person or entity.
"CONTROL"  or  "CONTROLS"  for purposes hereof means that a person or entity has
the  power,  direct  or  indirect,  to conduct or govern the policies of another
person  or  entity.

ARTICLE  20          Equity  Line  Obligations

At  the request of the Holder, at any time after the Company's current effective
registration  statement  for  the  Equity  Line  of Credit with Dutchess Private
Equities,  II,  LP,  has  ten  million (10,000,000) shares or less remaining for
issuance,  the  Company shall immediately execute a new Investment Agreement for
an  Equity  Line  of  Credit under the same terms and conditions as the previous
Equity  Line.  The  Company  shall  within  twenty  (20) days prepare and file a
registration  statement  for  the registration of shares as set forth in the new
Investment  Agreement.  The  Holder shall also retain the right to determine the
date  of  the  filing  of  such registration statement. Failure to do any action
outlined  in  this  Article  will  result  in  an  Event  of  Default.

ARTICLE  21          Security

     The Holder shall have full right to exercise the Security Agreement between
the  Company  and  the  Holder  dated  February  20,  2006.

ARTICLE  22          Miscellaneous

Section 22.1 This Note may be executed in two or more counterparts, all of which
taken  together  shall constitute one instrument. Execution and delivery of this
Note  by exchange of facsimile copies bearing the facsimile signature of a party
shall constitute a valid and binding execution and delivery of this Note by such
party.  Such  facsimile  copies shall constitute enforceable original documents.

Section  22.2  The Company warrants that the execution, delivery and performance
of  this  Note  by  the  Company  and  the  consummation  by  the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of  the  Articles of Incorporation, any Certificate of Designations, Preferences
and  Rights  of  any outstanding series of preferred stock of the Company or the
By-laws  or  (ii)  conflict  with, or constitute a material default (or an event
which  with  notice  or  lapse  of time or both would become a material default)
under,  or  give to others any rights of termination, amendment, acceleration or
cancellation  of,  any  material  agreement,  contract,  indenture  mortgage,
indebtedness  or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree,  including  United  States  federal  and  state  securities  laws  and
regulations  and  the rules and regulations of the principal securities exchange
or  trading market on which the Common Stock is traded or listed (the "Principal
Market"),  applicable  to the Company or any of its Subsidiaries or by which any
property  or  asset  of  the  Company  or  any  of  its Subsidiaries is bound or
affected.  Neither  the Company nor its Subsidiaries is in violation of any term
of,  or  in  default  under,  the  Articles of Incorporation, any Certificate of
Designations,  Preferences  and  Rights  of  any outstanding series of preferred
stock  of the Company or the By-laws or their organizational charter or by-laws,
respectively,  or  any  contract,  agreement, mortgage, indebtedness, indenture,
instrument,  judgment,  decree  or  order  or  any  statute,  rule or regulation
applicable  to  the  Company or its Subsidiaries, except for possible conflicts,
defaults,  terminations, amendments, accelerations, cancellations and violations
that  would  not individually or in the aggregate have a Material Adverse Effect
as  defined below. The business of the Company and its Subsidiaries is not being
conducted,  and  shall  not  be  conducted,  in  violation  of any law, statute,
ordinance,  rule,  order  or regulation of any governmental authority or agency,
regulatory  or  self-regulatory agency, or court, except for possible violations
the sanctions for which either individually or in the aggregate would not have a
Material  Adverse  Effect.  The  Company  is not required to obtain any consent,
authorization,  permit  or  order of, or make any filing or registration (except
the  filing of a registration statement) with, any court, governmental authority
or  agency,  regulatory  or self-regulatory agency or other third party in order
for  it  to  execute,  deliver  or  perform  any  of  its  obligations under, or
contemplated  by,  this Note in accordance with the terms hereof or thereof. All
consents,  authorizations,  permits, orders, filings and registrations which the
Company  is  required  to  obtain  pursuant  to the preceding sentence have been
obtained  or  effected  on or prior to the date hereof and are in full force and
effect  as  of  the date hereof. The Company and its Subsidiaries are unaware of
any  facts  or  circumstances which might give rise to any of the foregoing. The
Company is not, and will not be, in violation of the listing requirements of the
Principal  Market  as  in  effect  on the date hereof and on each of the Closing
Dates  and is not aware of any facts which would lead to delisting of the Common
Stock  by  the  Principal  Market.

Section 22.3 The Company and its "Subsidiaries" (which for purposes of this Note
means  any  entity  in  which  the Company, directly or indirectly, owns capital
stock  or  holds  an equity or similar interest) are corporations duly organized
and  validly  existing  in  good  standing  under  the  laws  of  the respective
jurisdictions of their incorporation, and have the requisite corporate power and
authorization  to  own  their  properties  and to carry on their business as now
being  conducted. Both the Company and its Subsidiaries are duly qualified to do
business and are in good standing in every jurisdiction in which their ownership
of  property  or  the  nature  of  the  business  conducted  by  them makes such
qualification  necessary,  except  to  the  extent  that  the  failure  to be so
qualified  or  be  in good standing would not have a Material Adverse Effect. As
used  in  this Note, "Material Adverse Effect" means any material adverse effect
on  the  business,  properties,  assets,  operations,  results  of  operations,
financial  condition  or  prospects of the Company and its Subsidiaries, if any,
taken  as  a  whole,  or  on  the  transactions  contemplated  hereby  or by the
agreements  and instruments to be entered into in connection herewith, or on the
authority  or  ability of the Company to perform its obligations under the Note.

Section  22.4     Authorization; Enforcement; Compliance with Other Instruments.
     (i)  The  Company  has the requisite corporate power and authority to enter
into  and  perform  its  obligations under this Note, and to issue this Note and
Incentive  Shares  in  accordance  with  the  terms hereof and thereof, (ii) the
execution and delivery of this Note by the Company and the consummation by it of
the  transactions  contemplated hereby and thereby, including without limitation
the  reservation  for issuance and the issuance of the Incentive Shares pursuant
to  this  Note,  have been duly and validly authorized by the Company's Board of
Directors  and  no  further consent or authorization is required by the Company,
its  Board  of Directors, or its shareholders, (iii) this Note has been duly and
validly executed and delivered by the Company, and (iv) the Note constitutes the
valid  and binding obligations of the Company enforceable against the Company in
accordance  with  their  terms,  except as such enforceability may be limited by
general  principles  of  equity  or  applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement  of  creditors'  rights  and  remedies.

Section  22.5  The execution and delivery of this Note shall not alter the prior
written  agreements  between  the  Company  and  the  Holder,  consisting of the
Transaction  Documents,  associated with Debenture Numbers December 2005 101 and
February  2006  101. The execution and delivery of this Note shall not alter the
prior  written  agreements between the Company and the Holder, consisting of the
prior  Notes  currently  due  to  the  Holder.  This Note is the FINAL AGREEMENT
between  the Company and the Holder with respect to the terms and conditions set
forth herein, and, the terms of this Note may not be contradicted by evidence of
prior,  contemporaneous,  or  subsequent  oral  agreements  of  the Parties. The
execution and delivery of this Note is done in conjunction with the execution of
the  Security  Agreement,  as  defined  in  Article  21.

Section  22.6     There  are no disagreements of any kind presently existing, or
reasonably  anticipated  by  the  Company  to arise, between the Company and the
accountants,  auditors  and  lawyers  formerly or presently used by the Company,
including  but  not  limited  to disputes or conflicts over payment owed to such
accountants,  auditors  or  lawyers.

Section  22.7     All  representations  made  by or relating to the Company of a
historical  nature  and all undertakings described herein shall relate and refer
to  the  Company,  its  predecessors,  and  the  Subsidiaries.

Section  22.8     The  only  officer,  director,  employee  and consultant stock
option  or  stock  incentive  plan  currently  in  effect or contemplated by the
Company  has been submitted to the Holder or is described or within past filings
with  the  United  States  Securities  and  Exchange  Commission.

Section 22.9 The Company acknowledges that its failure to timely meet any of its
obligations  hereunder,  including,  but  without limitation, its obligations to
make  Payments,  deliver  shares  and,  as  necessary,  to register and maintain
sufficient  number  of  Shares, will cause the Holder to suffer irreparable harm
and  that  the  actual  damage  to  the  Holder  will be difficult to ascertain.
Accordingly,  the  parties  agree  that  it  is  appropriate  to include in this
Debenture  a provision for liquidated damages. The parties acknowledge and agree
that  the  liquidated damages provision set forth in this section represents the
parties' good faith effort to quantify such damages and, as such, agree that the
form  and amount of such liquidated damages are reasonable and do not constitute
a  penalty. The payment of liquidated damages shall not relieve the Company from
its  obligations  to  deliver  the  Common  Stock  pursuant to the terms of this
Debenture.

                                      *.* *

                   [BALANCE OF PAGE LEFT BLANK INTENTIONALLY]

<PAGE>

Any  misrepresentations shall be considered a breach of contract and an Event of
Default  under  this  Agreement  and  the  Holder  may  seek  to take actions as
described  under  Article  4  of  this  Agreement.

IN WITNESS WHEREOF, the Company has duly executed this Note as of the date first
written  above.
WALKER  FINANCIAL,  INC.

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

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


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