EXHIBIT 10.5

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.

                              CONVERTIBLE DEBENTURE

                     SOLUTION TECHNOLOGY INTERNATIONAL, INC.

                              Convertible Debenture

                                  June 29, 2007

No. CCP-001                                                         $400,000.00

      This Convertible Debenture is issued by Solution Technology International,
Inc., a Delaware corporation (the "Company"), to CORNELL CAPITAL PARTNERS, LP
(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. For value received, on June 29, 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 Four
Hundred Thousand Dollars (US$400,000). This Debenture is non-interest bearing.
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 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.

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      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, all or any part of the principal amount of
the Debenture into shares (the "Conversion Shares") of the Company's common
stock, par value $.001 per share ("Common Stock"), valued at the volume weighted
average price ("VWAP") on the fifth (5th) trading day of the Company's Common
Stock once it is listed on the Principal Market. As used herein, "Principal
Market" shall mean The National Association of Securities Dealers Inc.'s
Over-The-Counter Bulletin Board, Nasdaq SmallCap Market, or American Stock
Exchange. 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 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.

      Section 1.04 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 1.05 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. Notwithstanding the above, without the consent of the Holder, the
Debenture may be amended to cure any ambiguity, defect or inconsistency, or to
provide for assumption of the Company obligations to the Holder.


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<PAGE>

                                  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; (c) failure by
the Company's transfer agent to issue freely tradeable 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 Securities Purchase Agreement, the Escrow Agreement, the
Security Agreement, the Investor Registration Rights Agreement or any other
agreement entered into on the date hereof between the Company and the Holder
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 Securities Purchase Agreement of even date herewith
between the Company and Cornell Capital Partners, L.P. (the "Securities Purchase
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
Securities Purchase Agreement, to convert all debentures outstanding and accrued
interest thereon into shares of Common Stock pursuant to Section 1.02 herein.
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. This Debenture, in whole or
in part, 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.


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<PAGE>

                                   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 or Grant Security
Interests. 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 Note remains unpaid and unconverted, the
Company shall not, without the prior consent of the Holder, issue or sell to (i)
any Common Stock or Preferred Stock for consideration of less than the Bid Price
on the date of issuance or (ii) issue or sell any warrant, option, right,
contract, call, or other security or instrument granting the holder thereof the
right to acquire Common Stock or Preferred Stock for consideration of less than
the Bid Price on the date of issuance, (iii) enter into any security instrument
granting the holder a security interest in any of the assets of the Company, or
(iv) file any registration statement on Form S-8.

                                  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:          Solution Technology International, Inc.
                                5210 Chairmans Court, Suite 3
                                Frederick, Maryland 21703
                                Attention:        Dan L. Jonson
                                Telephone:        (301) 668-9600
                                Facsimile:        (301) 668-9700

With a copy to:                 Schiff Hardin LLP
                                1101 Connecticut Avenue, N.W.
                                Suite 600
                                Washington, D.C. 20036
                                Attention:        Ernest M. Stern, Esq.
                                Telephone:        (202) 778-6461
                                Facsimile:        (202) 778-6460


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<PAGE>

If to the Holder:               Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ  07303
                                Attention:        Mark Angelo
                                                  Portfolio Manager
                                Telephone:        (201) 985-8300
                                Facsimile:        (201) 985-8266

With a copy to:                 Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3606
                                Jersey City, NJ  07303
                                Attention:        Troy J. Rillo, Esquire
                                Telephone:        (201) 985-8300
                                Facsimile:        (201) 985-8266

      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 New
Jersey 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 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.


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<PAGE>

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

                               SOLUTION TECHNOLOGY INTERNATIONAL, INC.

                               By: /s/ Dan L. Jonson
                                   -----------------------
                               Name:    Dan L. Jonson
                               Title:   President & CEO


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<PAGE>


                                   EXHIBIT "A"

                              NOTICE OF CONVERSION

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

TO:

      The undersigned hereby irrevocably elects to convert $ of the principal
amount of the above Debenture into Shares of Common Stock of Solution Technology
International, Inc., according to the conditions stated therein, as of the
Conversion Date written below.

Conversion Date:                           ------------------------------------
Applicable Conversion Price:               ------------------------------------
Signature:                                 ------------------------------------
Name:                                      ------------------------------------
Address:                                   ------------------------------------
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:                                  -------------------------------------
Authorized Signature:                      -------------------------------------
Name:                                      -------------------------------------
Title:                                     -------------------------------------
Phone Number:                              -------------------------------------
Broker DTC Participant Code:               -------------------------------------
Account Number:                            -------------------------------------


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