Exhibit 10.31


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.



                               SECURED DEBENTURE


                            NUWAVE TECHNOLOGIES INC.


                            5% CONVERTIBLE DEBENTURE


                             DUE DECEMBER 22, 2005


No. 0002                                                                $100,000

      This  Debenture  is  issued  by  Nuwave   Technologies  Inc.,  a  Delaware
corporation  (the  "Company"),   to  Michael  Kesslbrenner  (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 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 One Hundred  Thousand  Dollars (US  $100,000),  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  second  (2nd) 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

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the Debenture,  plus accrued interest,  into shares (the "Conversion Shares") of
the Company's common stock, par value $0.001 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  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)  business days advance  written  notice (the
"Redemption Notice"), a portion or all outstanding  convertible  debenture.  The
redemption  price shall be one hundred ten percent (110%) of the amount redeemed
plus accrued interest.

      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  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
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.

                                       2
<PAGE>

      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  SUBORDINATE  NATURE OF  DEBENTURE.  This  Debenture  and all
payments  hereon,  including  principal or interest,  shall be  subordinate  and
junior in right of payment to all  accounts  payable of the Company  incurred in
the ordinary  course of business and/or bank debt of the Company not to exceed $
30,000.


                                  ARTICLE II.

      SECTION 2.01  AMENDMENTS  AND WAIVER OF DEFAULT.  The Debenture may not be
amended with 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'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;  (c)
failure by the Company  for ten (10) days after  notice to it to comply with any
of  its  other  agreements  in  the  Debenture;  (d)  events  of  bankruptcy  or
insolvency.

      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.  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.

                                       3
<PAGE>

      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 second (2rd) 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 OR GRANT  SECURITY
INTERESTS.  Except for the Equity Line of Credit 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 (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 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:          Nuwave Technologies Inc.
                                1 Passaic Avenue
                                Fairfield, NJ 07004
                                Attention: George Kanakis

If to the Holder:               _______________________________
                                _______________________________
                                _______________________________


      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.

                                       4
<PAGE>

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.

      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: /s/George Kanakis
                                            ----------------------------
                                         Name:  George Kanakis
                                         Title: President

                                       5
<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
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