EXHIBIT 10.11


THIS  SECURED  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.



                                SECURED DEBENTURE


                     SOLUTION TECHNOLOGY INTERNATIONAL, INC.


                        12% Secured Convertible Debenture


                                Due June 6, 2006


No. MEP-1                                                               $150,000

      This  Secured  Debenture is issued by Solution  Technology  International,
Inc., a Delaware  corporation  (the "Company"),  to Montgomery  Equity Partners,
Ltd. (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 June 6, 2005,
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 One Hundred Fifty Thousand Dollars ($150,000),  together with interest on
the unpaid  principal of this  Debenture at the rate of twelve percent (12%) 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 shares of


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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  (which
provision  may be waived by the Investor by written  notice from the Investor to
the  Company,  which  notice  shall be  effective 61 days after the date of such
notice).  This limitation shall not apply to an automatic conversion pursuant to
Section 4.03 hereof.

      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,  plus accrued interest,  into shares (the "Conversion Shares") of
the Company's common stock, par value $.001 per share ("Common  Stock"),  at the
price per share (the  "Conversion  Price")  equal to the lesser of (a) an amount
equal to one hundred  ten percent  (110%) of the initial bid price of the Common
Stock (the "Fixed Price")  submitted on Form 211 by a registered market maker to
and approved by the NASD, or (b) an amount equal to eighty  percent (80%) of the
lowest closing bid price of the Company's  Common Stock, as quoted by Bloomberg,
LP (the  "Closing  Bid  Price"),  for the  five  (5)  trading  days  immediately
preceding the Conversion  Date (as defined  herein).  Subparagraphs  (a) and (b)
above are  individually  referred to as a  "Conversion  Price." 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.  If the Common Stock is not traded on a Principal  Market,  the
Closing  Bid Price  shall  mean the  reported  Closing  Bid Price for the Common
Stock, as furnished by the National Association of Securities Dealers, Inc., for
the applicable periods. 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 Right of Redemption. The Company at its option shall have the
right to redeem,  with fifteen (15) days advance written notice (the "Redemption
Notice"),  a portion or all outstanding  convertible  debenture.  The redemption
price shall be one hundred  twenty  percent  (120%) of the amount  redeemed plus
accrued interest.


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<PAGE>

      In the event the Company exercises a redemption of either all or a portion
the Convertible Debenture,  the Holder shall receive a warrant to purchase fifty
thousand  (50,000)  shares of the  Company's  Common Stock for every One Hundred
Thousand Dollars  ($100,000)  redeemed,  pro rata (the  "Warrant").  The Warrant
shall be exercisable on a "cash basis" and have an exercised  price equal to the
Fixed Price. The Warrant shall have "piggy-back" and demand  registration rights
and shall survive for two (2) years from the Closing Date.

      Section 1.05 Interest Payments. Accrued interest shall 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
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
Conversion  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 1.06 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.

      Section 1.07 Secured  Nature of  Debenture.  This  Debenture is secured by
certain  assets and  property of the  Company,  as more fully  described  in the
Security  Agreement  dated June 29, 2004 between the Company and Cornell Capital
Partners, LP ("Cornell").

                                  ARTICLE II.

      Section 2.01  Amendments  and Waiver of Default.  The Debenture may not be
amended without the 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;  (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) if
the  Company  files for relief  under the  United  States  Bankruptcy  Code (the
"Bankruptcy  Code") or under any other state or federal bankruptcy or insolvency
law, or files an assignment  for the benefit of creditors,  or if an involuntary


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<PAGE>

proceeding  under  the  Bankruptcy  Code or under  any  other  federal  or state
bankruptcy or insolvency law is commenced  against the Company;  (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 June 29,  2004  between the
Company and Cornell Capital  Partners,  LP ("Cornell") 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 dated June 29, 2004 between the Company
and Cornell  (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.

                                   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.


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<PAGE>

      Section  5.02 Consent of Holder to Sell  Capital  Stock or Grant  Security
Interests.  Except for the Standby Equity Distribution  Agreement dated June 29,
2004  between  the Company  and  Cornell 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 (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,
or (iii (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

If to the Holder:                   Montgomery Equity Partners, Ltd.
                                    101 Hudson Street-Suite 3700
                                    Jersey City, New Jersey 07302
                                    Attention:  Mark Angelo
                                                Portfolio Manager
                                    Telephone: (201) 986-8300
                                    Facsimile: (201) 986-8266


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<PAGE>

      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 exclusive 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.

      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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