Exhibit 10.29


THIS  SECURED  CONVERTIBLE  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 CONVERTIBLE DEBENTURE


                           NUWAVE TECHNOLOGIES INC.


                       5% SECURED CONVERTIBLE DEBENTURE


                            DUE DECEMBER 22, 2008


No.  001                                                           $3,300,000.00

      This Secured Convertible  Debenture is issued by NUWAVE TECHNOLOGIES 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.


      THIS DEBENTURE IS FREE FROM ALL TAXES, LIENS, CLAIMS AND ENCUMBRANCES WITH
RESPECT TO THE ISSUE  THEREOF AND SHALL NOT BE SUBJECT TO  PREEMPTIVE  RIGHTS OR
OTHER SIMILAR RIGHTS OF STOCKHOLDERS OF THE COMPANY AND WILL NOT IMPOSE PERSONAL
LIABILITY UPON THE HOLDER.

<PAGE>

                                   ARTICLE I.

      SECTION 1.01  PRINCIPAL AND INTEREST.  For value  received on December 22,
2003,  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   Million   Three   Hundred   Thousand   Dollars  (US
$3,300,000.00), together with interest on the unpaid principal of this Debenture
at the rate of ten  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 fifth  (5th) year  anniversary  from the
date hereof or (b) converted in accordance with Section 1.02 herein.

      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 $0.01 per share ("Common  Stock"),  at the
price per share (the "Conversion  Price") equal to the lesser of (a) one hundred
twenty percent (120%) of the closing bid price of the Company's Common Stock, as
listed on a Principal Market (as defined  herein),  as quoted by Bloomberg L.P.,
as of the date  hereof or (b) an amount  equal to  eighty  percent  (80%) of the
lowest  daily  volume  weighted  average  price  (the  "VWAP"),  as  listed on a
Principal Market (as defined herein),  as quoted by Bloomberg L.P., for the five
(5) trading days immediately  preceding the Conversion Date (as defined herein).
Subparagraphs (a) and (b) above are individually  referred to as the "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 Section 1.03 RIGHT OF  REDEMPTION.  The Company at its option
shall have the right to redeem,  with thirty (30) business 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.  Once the Company has issued to the
Holder a Redemption  Notice the Holder may continue to execute  conversions only
as long as the closing bid price of the Company's  Common Stock the day prior to
conversion is above the Closing Bid Price of the  Company's  Common Stock on the
Closing Date.

                                       2
<PAGE>

      Section 1.04  RESERVATION  OF COMMON  STOCK.  Upon the Company  becoming a
fully reporting  Company with the SEC and obtaining the listing of the Company's
Common Stock on a Principal Market, 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 1.05  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  Company,  in its sole
discretion,  may elect to pay  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 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 1.06 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 and all payments
hereon,  including  principal  or  interest,  shall be secured  by the  property
outlined in the mortgage located at 555 South Avenue Cranford, New Jersey.

                                  ARTICLE II.

      SECTION  2.01  AMENDMENTS  AND WAIVER OF  DEFAULT.  The  Debenture  may be
amended with the consent of the Holder.  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;;  (d)  failure  by the  Company's
transfer  agent to issue Common Stock to the Holder within three (3) days of the
Company's receipt of the attached Notice of Conversion from Holder;  (e) failure

                                       3
<PAGE>

by the  Company  for ten (10) days after  notice to it to comply with any of its
other   agreements   in  this   Debenture;   (f)   events   of   bankruptcy   or
insolvency;.including but not limited to foreclosure on the property outlined in
the mortgage.

      SECTION  3.02  FAILURE TO ISSUE  UNRESTRICTED  COMMON  STOCK.  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 fifth (5th) 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 COMMON STOCK. 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 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 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.

                                       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:          Nuwave Technologies Inc.
                                1 Passaic Avenue
                                Fairfield, NJ 07004
                                Attention:     George Kanakis
                                Telephone:    (973) 882-8810
                                Facsimile:    (973) 882-8812

If to the Holder:               Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3606
                                Jersey City, NJ  07306
                                Attention:  Mark Angelo

                                Telephone:  (201) 985-300
                                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
Delaware  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.

      Section 6.06 ASSIGNMENT. This Debenture may be assigned by the Company.

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                                       5
<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.

                                         NUWAVE TECHNOLOGIES INC.

                                         By:
                                            ---------------------------
                                         Name:  George Kanakis
                                         Title: President

                                       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 Nuwave  Technologies
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:
                                    --------------------------------------------

                                      A-1