TELCO TECHNOLOGY INC
EXHIBIT 10.6
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>gw8kexh10-6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

     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
                            TELCO-TECHNOLOGY, INC.
                            Convertible Debenture
                              October 21, 2007

   No.  CCP-001                                               $250,000.00

        This Convertible Debenture is issued by Telco-Technology, 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 September
12, 2007, 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 Two Hundred Fifty
Thousand Dollars (US$250,000).  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.

                                -1-

<PAGE>


     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 $0.001
per share ("Common Stock"), valued at the lowest volume weighted
average price ("VWAP") of the Company's Common Stock for the five (5)
trading days immediately preceding conversiononce the Company's Common
Stock 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 thirty (30) 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.

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.

                                    -2-

<PAGE>


     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.

                                    -3-

<PAGE>

     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:

              Telco-Technology, Inc.
              James Grainer, President and Chief Financial Officer
              411 Hackensack Ave
              Hackensack, New Jersey 07601
              Telephone:  (201) 626-1000
              Facsimile:  (201) 646-1084

With a copy to:

              Richard Lambert, Esq.
              Dunn Lamber, L.L.C.
              The Atrium
              East 80 Route 4
              Paramus, New Jersey 07652
              Telephone:  (201) 291-0700
              Facsimile:  (201) 291-0140

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.

                                    -5-

<PAGE>

     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.

                                          TELCO-TECHNOLOGY, INC.


                                          By: /s/ James Grainer
                                          ----------------------
                                          Name:   James Grainer
                                          Title:  President and Chief
                                                  Financial Officer


<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 Telco-Technology, 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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