EXHIBIT 10.10
                                 -------------

THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY,
THE "SECURITIES"), HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES
     ----------
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE
SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER
REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE OFFERED OR SOLD UNLESS
                            ----------
THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION D OR
PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE
EXCEPT IN COMPLIANCE WITH THE ACT.



                             COMPENSATION DEBENTURE


                            ROANOKE TECHNOLOGY CORP.


                            5% Convertible Debenture


                              Due November 20, 2007


No.  001                                                                $740,000

     This Secured Debenture is issued by ROANOKE TECHNOLOGY CORP., a Florida
corporation (the "Company"), to CORNELL CAPITAL PARTNERS, L.P. (together with
                  -------
its permitted successors and assigns, the "Holder") pursuant to exemptions from
registration under the Securities Act of 1933, as amended.

                                   ARTICLE I.

     Section 1.01 Principal and Interest. For value received, on August 23,
                  ----------------------
2004, the Company hereby promises to pay to the order of the Holder in lawful
money of the United States of America and in immediately available funds the
principal sum of Three Hundred Forty Thousand Dollars (US $740,000), together
with interest on the unpaid principal of this Debenture at the rate of five
percent (5%) per year (computed on the basis of a 365-day year and the actual
days elapsed) from the date of this Debenture until paid. At the Company's
option, the entire principal amount and all accrued interest shall be either (a)
paid to the Holder on the third (3rd) year anniversary from the date hereof or
(b) converted in accordance with Section 1.02 herein provided, however, that in
no event shall the Holder be entitled to convert this Debenture for a number of

<PAGE>

shares of Common Stock in excess of that number of shares of Common Stock which,
upon giving effect to such conversion, would cause the aggregate number of
shares of Common Stock beneficially owned by the Holder and its affiliates to
exceed 4.99% of the outstanding shares of the Common Stock following such
conversion.

     Section 1.02 Optional Conversion. The Holder is entitled, at its option, to
                  -------------------
convert, and sell on the same day, at any time and from time to time, until
payment in full of this Debenture, plus accrued interest, into shares (the
"Conversion Shares") of the Company's common stock, par value $0.0001 per share
 -----------------
("Common Stock"), at a price per share (the "Conversion Price") equal to 100% of
  ------------                               ----------------
the lowest volume weighted average price of the Company's Common Stock, as
quoted by Bloomberg, LP, for the three days immediately preceding the Conversion
Date. No fraction of shares or scrip representing fractions of shares will be
issued on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. To convert this Debenture, the Holder hereof shall deliver
written notice thereof, substantially in the form of Exhibit "A" to this
                                                     ----------
Debenture, with appropriate insertions (the "Conversion Notice"), to the Company
                                             -----------------
at its address as set forth herein. The date upon which the conversion shall be
effective (the "Conversion Date") shall be deemed to be the date set forth in
the Conversion Notice.

     Section 1.03 Right of Redemption. The Company at its option shall have the
                  -------------------
right to redeem for cash, with three (3) business days advance written notice
(the "Redemption Notice"), a portion of or all of the outstanding principal sum
      -----------------
under this Debenture. The redemption price shall be equal to one hundred twenty
percent (120%) multiplied by the portion of the principal sum being redeemed,
plus any accrued and unpaid interest.

     Section 1.04 Reservation of Common Stock. The Company shall reserve and
                  ---------------------------
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Debenture, such number of
shares of Common Stock as shall from time to time be sufficient to effect such
conversion, based upon the Conversion Price. If at any time the Company does not
have a sufficient number of Conversion Shares authorized and available, then the
Company shall call and hold a special meeting of its stockholders within sixty
(60) days of that time for the sole purpose of increasing the number of
authorized shares of Common Stock. Management shall recommend to the
shareholders of the Company to vote in favor of increasing the number of
authorized shares of Common Stock. Management shall also vote all of its shares
of Common Stock in favor of increasing the number of authorized shares of Common
Stock.

     Section 1.05 Registration Rights. The Company is obligated to register the
                  -------------------
resale of the Conversion Shares under the Securities Act of 1933, as amended,
pursuant to the terms of a Registration Rights Agreement, between the Company
and the Holder of even date herewith (the "Investor Registration Rights
Agreement").

     Section 1.06 Interest Payments. The interest so payable will be paid at the
                  -----------------
time of maturity or conversion to the person in whose name this Debenture is
registered. At the time such interest is payable, the Holder, in its sole
discretion, may elect to receive the interest in cash (via wire transfer or
certified funds) or in the form of Common Stock. In the event of default, as
described in Article III Section 3.01 hereunder, the Holder may elect that the
interest be paid in cash (via wire transfer or certified funds) or in the form


                                       2
<PAGE>

of Common Stock. If paid in the form of Common Stock, the amount of stock to be
issued will be calculated as follows: the value of the stock shall be the
Closing Bid Price on: (i) the date the interest payment is due; or (ii) if the
interest payment is not made when due, the date the interest payment is made. A
number of shares of Common Stock with a value equal to the amount of interest
due shall be issued. No fractional shares will be issued; therefore, in the
event that the value of the Common Stock per share does not equal the total
interest due, the Company will pay the balance in cash.

     Section 1.07 Paying Agent and Registrar. Initially, the Company will act as
                  --------------------------
paying agent and registrar. The Company may change any paying agent, registrar,
or Company-registrar by giving the Holder not less than ten (10) business days'
written notice of its election to do so, specifying the name, address, telephone
number and facsimile number of the paying agent or registrar. The Company may
act in any such capacity.

                                  ARTICLE II.

     Section 2.01 Amendments and Waiver of Default. The Debenture may not be
                  --------------------------------
amended without the written consent of the Holder. Notwithstanding the above,
without the consent of the Holder, the Debenture may be amended to cure any
ambiguity, defect or inconsistency, to provide for assumption of the Company
obligations to the Holder or to make any change that does not adversely affect
the rights of the Holder.

                                  ARTICLE III.

     Section 3.01 Events of Default. An Event of Default is defined as follows:
                  -----------------
(a) failure by the Company to pay amounts due hereunder within fifteen (15) days
of the date of maturity of this Debenture; (b) failure by the Company to comply
with the terms of the Irrevocable Transfer Agent Instructions attached to the
Standby Equity Distribution Agreement of even date herewith entered into between
the Company and the Holder (the "Standby Equity Distribution Agreement"); (c)
                                 -------------------------------------
failure by the Company's transfer agent to issue Common Stock to the Holder
within five (5) days of the Company's receipt of the attached Notice of
Conversion from Holder; (d) failure by the Company for ten (10) days after
notice to it to comply with any of its other agreements in the Debenture; (e)
events of bankruptcy or insolvency; (f) a breach by the Company of its
obligations under the Standby Equity Distribution Agreement or the Registration
Rights Agreement which is not cured by the Company within ten (10) days after
receipt of written notice thereof. Upon the occurrence of an Event of Default,
the Holder may, in its sole discretion, accelerate full repayment of all
debentures outstanding and accrued interest thereon or may, notwithstanding any
limitations contained in this Debenture and/or the Standby Equity Distribution
Agreement, convert all debentures outstanding and accrued interest thereon into
shares of Common Stock pursuant to Section 1.02 herein.

     Section 3.02 Failure to Issue Unrestricted Common Stock. As indicated in
                  ------------------------------------------
Article III Section 3.01, a breach by the Company of its obligations under the
Investor Registration Rights Agreement shall be deemed an Event of Default,
which if not cured within ten (10) days, shall entitle the Holder to accelerate
full repayment of all debentures outstanding and accrued interest thereon or,
notwithstanding any limitations contained in this Debenture and/or the Standby
Equity Distribution Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.


                                       3
<PAGE>

The Company acknowledges that failure to honor a Notice of Conversion shall
cause irreparable harm to the Holder.

                                  ARTICLE IV.

     Section 4.01 Rights and Terms of Conversion. Commencing on the date hereof,
                  ------------------------------
this Debenture, may be converted at any time following the date of closing, into
shares of Common Stock at a price equal to the Conversion Price as described in
Section 1.02 above.

     Section 4.02 Re-issuance of Debenture. When the Holder elects to convert a
                  ------------------------
part of the Debenture, then the Company shall reissue a new Debenture in the
same form as this Debenture to reflect the new principal amount.

     Section 4.03 Termination of Conversion Rights. The Holder's right to
                  --------------------------------
convert the Debenture into the Common Stock in accordance with paragraph 4.01
shall terminate on the date that is the third (3rd) year anniversary from the
date hereof and this Debenture shall be automatically converted on that date in
accordance with the formula set forth in Section 4.01 hereof, and the
appropriate shares of Common Stock and amount of interest shall be issued to the
Holder.

                                   ARTICLE V.

     Section 5.01 Anti-dilution. In the event that the Company shall at any time
                  -------------
subdivide the outstanding shares of Common Stock, or shall issue a stock
dividend on the outstanding Common Stock, the Conversion Price in effect
immediately prior to such subdivision or the issuance of such dividend shall be
proportionately decreased, and in the event that the Company shall at any time
combine the outstanding shares of Common Stock, the Conversion Price in effect
immediately prior to such combination shall be proportionately increased,
effective at the close of business on the date of such subdivision, dividend or
combination as the case may be.

     Section 5.02 Consent of Holder to Sell Capital Stock. Except for the
                  ---------------------------------------
Standby Equity Distribution Agreement dated the date hereof between the Company
and Cornell Capital Partners, LP. so long as any of the principal of or interest
on this Debenture remains unpaid and unconverted, the Company shall not, without
the prior consent of the Holder, issue or sell (i) any Common Stock or Preferred
Stock without consideration or for a consideration per share less than its fair
market value determined immediately prior to its issuance, (ii) issue or sell
any Preferred Stock, warrant, option, right, contract, call, or other security
or instrument granting the holder thereof the right to acquire Common Stock
without consideration or for a consideration per share less than such Common
Stock's fair market value determined immediately prior to its issuance, (iii)
enter into any security instrument granting the holder a security interest in
any and all assets of the Company or (iv) file any registration statement on
Form S-8.

                                       4
<PAGE>

                                  ARTICLE VI.

     Section 6.01 Notice. Notices regarding this Debenture shall be sent to the
                  ------
parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:

If to the Company, to:      Roanoke Technology Corp.
                            2720 North Weslyan Blvd.
                            Rocky Mount, NC 27804
                            Attention:        David L. Smith, CEO
                            Telephone:        (252) 428-0200
                            Facsimile:        (252) 428-0212

With a copy to:             Kirkpatrick & Lockhart LLP
                            201 South Biscayne Boulevard - Suite 2000
                            Miami, Florida 33131-2399
                            Attention:        Clayton E. Parker, Esq.
                            Telephone:        (305) 539-3300
                            Facsimile:        (305) 358-7095

If to the Holder:           Cornell Capital Partners, L.P.
                            101 Hudson Street, Suite 3606
                            Jersey City, New Jersey 07302
                            Telephone:        (201) 985-8300
                            Facsimile:        (201) 985-8266

With a copy to:             Butler Gonzalez LLP
                            1416 Morris Avenue - Suite 207
                            Union, New Jersey 07083
                            Attention:        David Gonzalez, Esq.
                            Telephone:        (908) 810-8588
                            Facsimile:        (908) 810-0973

     Section 6.02 Governing Law. This Debenture shall be deemed to be made under
                  -------------
and shall be construed in accordance with the laws of the State of Florida
without giving effect to the principals of conflict of laws thereof. Each of the
parties consents to the jurisdiction of the U.S. District Court sitting in the
District of the State of New Jersey or the state courts of the State of New
Jersey sitting in Hudson County, New Jersey in connection with any dispute
arising under this Debenture and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens to
the bringing of any such proceeding in such jurisdictions.

     Section 6.03 Severability. The invalidity of any of the provisions of this
                  ------------
Debenture shall not invalidate or otherwise affect any of the other provisions
of this Debenture, which shall remain in full force and effect.

     Section 6.04 Entire Agreement and Amendments. This Debenture represents the
                  -------------------------------
entire agreement between the parties hereto with respect to the subject matter


                                       5
<PAGE>

hereof and there are no representations, warranties or commitments, except as
set forth herein. This Debenture may be amended only by an instrument in writing
executed by the parties hereto.

     Section 6.05 Counterparts. This Debenture may be executed in multiple
                  ------------
counterparts, each of which shall be an original, but all of which shall be
deemed to constitute on instrument.

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

                                      ROANOKE TECHNOLOGY CORP.

                                      By    /s/ David L. Smith
                                          ------------------------------
                                      Name:    David L. Smith
                                      Title:   Chief Executive Officer


                                       6
<PAGE>



                                   EXHIBIT "A"


                              NOTICE OF CONVERSION


           (To be executed by the Holder in order to Convert the Note)



TO:

     The undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Note into Shares of Common Stock of ROANOKE TECHNOLOGY CORP.
according to the conditions stated therein, as of the Conversion Date written
below.


Conversion Date:

Applicable Conversion Price:                $

Amount to be converted:                     $

Amount of Debenture unconverted:            $

Conversion Price per share:                 $

Number of shares of Common
Stock to be issued:

Please issue the shares of
Common Stock in the following
name and to the following address:

Issue to:

Address:

Authorized Signature:

Name:

Title:

Phone Number:

Broker DTC Participant Code:

Account Number:




                                       A-1