Filing F- $20.00
Recordation Tax: N/A                                         Parcel Tax ID#: N/A
Debtor's principal place of business is located in Baltimore County, Maryland

                                                            FINANCING STATEMENT
Bank of America, N.A                                        Customer # 41-565672
10 Light Street
Baltimore, Maryland 21202

1.   To be Recorded among the Financing Statement Records at MDSDAT.

2.   Not Subject to Recordation Tax.

3.   Debtor(s) Names(s) and Address(es):

     Bundy American Corporation
     10324 South Dolfield Drive
     Owings Mills, Maryland 21117

4.   Secured Party Name and Address:

     Bank of America, N.A.
     P.O. Box 31152
     Charlotte, NC 28231-1152

     ATTENTION: Commercial Loan Service Center
     MAILSTOP: NC1-014-13-02

5.   Collateral:  This Financing  Statement covers, and the Debtor hereby grants
     the Secured Party, a security interest in the following property:

          Accounts:  Any and all  accounts  and  other  rights  of Debtor to the
payment for goods sold or leased or for services  rendered whether or not earned
by performance,  including,  without  limitation,  contract rights,  book debts,
checks, notes, drafts, instruments,  chattel paper, acceptances, and any and all
amounts  due to  Debtor  from  a  factor  or  other  forms  of  obligations  and
receivables, now existing or hereafter arising.

The Debtor also grants the Secured Party a security interest in property related
to the above described property, including specifically, but without limitation:
(a) all related present and future substitutions,  replacements,  appurtenances,
accessories  and accessions for such property;  (b) all of the Debtor's  related
books, records, computer programs, other software,  computer files and diskettes

MD086                                                         Approved: 06/25/96
jt                                                            Revised: 08/30/99

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<PAGE>
Filing F- $20.00
Recordation Tax: N/A                                         Parcel Tax ID#: N/A
Debtor's principal place of business is located in Baltimore County, Maryland

                                                            FINANCING STATEMENT
Bank of America, N.A.                                       Customer # 41-565672
10 Light Street
Baltimore, Maryland 21202

or disk  storage  media and rights  under any and all  licenses to use  computer
programs,  software,  files and hardware that are related to such property;  (c)
all proceeds (cash and noncash,  including  insurance  proceeds) and products of
all such property, in any form whatsoever;  and (d) all accounts, chattel paper,
instruments, inventory, general intangibles or other goods or property purchased
or acquired with cash and/or non-cash  proceeds of such  'property.  Debtor also
grants the  Secured  Party a security  interest  in all  amounts  now and in the
future owed by the Secured  Party or any  affiliate of the Secured  Party to the
Debtor  and/or on  deposit in any  account  maintained  by the  Debtor  with the
Secured Party or any affiliate of the Secured Party.

                                       DEBTOR:

                                       Bundy American Corporation

                                       By: /s/ Kenneth Blum Jr.(SEAL)
                                           -------------------------------------
                                       Name: Kenneth Blum, Jr.

                                       Title: President

MD086                                                         Approved: 06/25/96
jt                                                             Revised: 08/30/99

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