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EXHIBIT 10.20

     LOAN   AGREEMENT   dated  as  of  September   30,  2002  among   STRONGHOLD
     TECHNOLOGIES, INC., a New Jersey Corporation ("Stronghold NJ") , STRONGHOLD
     TECHNOLOGIES,  INC., a Nevada Corporation ("Stronghold Nevada") (Stronghold
     NJ and  Stronghold  Nevada  individually  referred to as a  "Borrower"  and
     together  referred to as the  "Borrowers") , both having an address at 777'
     Terrace Avenue,  Hasbrouck Heights, New Jersey 07604, CHRISTOPHER J. CAREY,
     residing  at 450  Claremont  Road,  Bernardsville,  New  Jersey  07924 (the
     "Guarantor"),  and  UNITEDTRUST  BANK,  having an  address at 1130 Route 22
     East, P.O. Box 6000, Bridgewater, New Jersey 08807 (the "Bank").

The Borrowers, the Guarantor and the Bank hereby agree as follows:

ARTICLE 1. THE LOAN.

1.01. The Term Loan. Subject to the terms of this Agreement, the Bank shall make
a term loan (the "Loan") to the  Borrowers on the date of this  Agreement in the
principal amount of $1,500,000.00.

1.02. Note. The Loan shall be evidenced by the Commercial Loan Note (the "Note")
executed and delivered to the Bank  contemporaneously  with this Agreement,  the
terms and provisions of which are incorporated herein by reference.

1.03. Interest Rate and Payments; Default Rate; Late Charge.

(a) Interest  Rate.  The Borrowers  shall pay interest to the Bank on the unpaid
principal  amount due under the Loan at the interest rate set forth in the Note.
Interest on the Loan shall be  calculated  on the basis of the actual  number of
days elapsed over a year of 360 days.

(b) Payments. The Borrowers shall pay monthly payments of principal and interest
under the Loan in the  amounts  and in the  manner  set  forth in the Note.  The
Borrowers  authorize and direct the Bank to  automatically  deduct such payments
from Stronghold NJ's account number 65-104-230-0  maintained at the Bank. If the
funds in such account are  insufficient  to cover any payment the Bank shall not
be obligated to advance funds to cover the payment.


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(c) Default Rate. Upon default  (whether or not Bank has accelerated  payment of
the Note) , or after the maturity of the Note, the unpaid  principal of the Loan
shall, at the option of Bank, bear interest at a rate which is five percent (5%)
per annum greater than that which would otherwise be applicable.

(d) Late Charge. If the entire amount of any required  principal and/or interest
is not paid in full within ten (10) days after the same is due,  Borrowers shall
pay to Bank a late fee equal to five percent (5%) of the required  payment.  Any
such late charge accrued is immediately due and payable.

1.04.  Prepayment of Loan. The Borrowers may prepay the Loan in whole or in part
at any time upon prior notice to the Bank, without fee or penalty.  In addition,
the Borrowers shall also pay to the Bank any accrued and unpaid interest and all
other sums due under the terms of the Loan at the time of such payment.

1.05.  Collateral.  Repayment  of the Loan shall be secured by the granting of a
continuing first lien security  interest  (subject only to liens or encumbrances
permitted  pursuant to Section 5.05 of this  Agreement) in all of the Borrowers'
rights,  title and interest in their assets (the  "Collateral") as described and
granted in a Security  Agreement by each  Borrower in favor of the Bank dated as
of the date hereof (the "Security  Agreements")  and UCC-1 Financing  Statements
(the "Financing  Statements") delivered by the Borrowers to the Bank on the date
hereof. The foregoing assets and property securing the Loan shall be referred to
herein as the "Collateral".

1.06.  Continuing  Perfection.  The  Borrowers  will  perform  any and all steps
requested  by Bank to create and  maintain in the Bank's favor a first and valid
and  exclusive  lien on or  security  interest in the  Collateral  or pledges of
Collateral,  including,  without  limitation,  the  execution  and  delivery  of

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financing  statements  and  continuation   statements,   supplemental   security
agreements,  mortgages,  notes and any other documents necessary, in the opinion
of the Bank,  to protect  its  interest in the  Collateral,  the Bank having the
responsibility   to  file  any  such  financing   statements  and   continuation
statements.  The Bank and its  designated  officer  are  hereby  appointed  each
Borrower's  attorney-in-fact  to do all acts and things  which the Bank may deem
necessary to perfect and continue  perfected  the security  interests  and liens
provided  for in  this  Agreement,  including  but  not  limited  to,  executing
financing statements on behalf of any Borrower if a Borrower fails to do so upon
the request of the Bank.

1.07. Guaranty.  Repayment of the Loan shall be supported by the execution of an
absolute and unconditional guaranty (the "Guaranty") by the Guarantor.

ARTICLE 2. REPRESENTATIONS AND WARRANTIES.

The Borrowers and the Guarantor hereby represent and warrant to the Bank that:

2.01.  Organization.  Stronghold NJ is duly organized and validly  existing as a
corporation under the laws of the State of

New Jersey, is in good standing therein, and duly qualified to transact business
in all places where such qualification is necessary or advisable, except that it
has not yet  qualified  to do business in Virginia  but will do so prior to June
30, 2003 if such  qualification is necessary or advisable.  Stronghold Nevada is
duly organized and validly existing as a corporation under the laws of the State
of Nevada, is in good standing therein,  and duly qualified to transact business
in all places where such  qualification  is necessary or  advisable.  Stronghold
(Nevada) is the parent holding company and owns 100% of the outstanding stock of
its operating subsidiary, Stronghold (NJ).


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2.02.  Authorization,  No Conflict.  The execution and delivery by the Borrowers
and  the  Guarantor  of  this  Agreement,  the  Note  and  all  other  documents
contemplated hereunder (this Agreement,  the Note, the Security Agreements,  the
Guaranty,  and  all  other  documents  executed  in  connection  with  the  Loan
hereinafter   called  the  "Loan   Documents"),   and  the  performance  of  the
transactions  contemplated  by the Loan  Documents,  are within  the  Borrowers'
powers,  have been duly  authorized by all necessary  action and do not and will
not  violate  any  provision  of  law  or  of  the  Borrowers'  Certificates  of
Incorporation  or By-laws or result in the breach of, or constitute a default or
require any consent  under any  indenture or other  agreement or  instrument  to
which the Borrowers are parties or by which the Borrowers or their  property may
be bound or  affected,  or cause any of such  property to become  subject to any
lien,  claim or encumbrance.  Each of the Loan Documents  constitutes the legal,
valid and  binding  obligation  of the  Borrowers  (or the  Guarantor  as to the
Guaranty), enforceable in accordance with its terms.

2.03. Financial Condition.  The financial statements of the Borrowers heretofore
furnished to the Bank (together,  the "Financial Statements") , are complete and
correct, were prepared in


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accordance with generally accepted accounting  principles  consistently  applied
and accurately present the financial  condition of the Borrowers as of the dates
of such statements and the results of its operations for the periods then ended.
Since June 30, 2002, there has been no material adverse change in the Borrowers'
business, condition or prospects, financial or otherwise.

2.04.  Litigation.  There are no  judgments  or orders  outstanding  against the
Borrowers or the Guarantor and there are no suits, investigations or proceedings
pending,  or, to the  knowledge  of the  Borrowers  and  Guarantor,  threatened,
against or affecting the Borrowers or Guarantor which, if adversely  determined,
would by  itself  or in the  aggregate  have a  material  adverse  effect on the
financial condition, business or properties of the Borrowers or the Guarantor.

2.05.  Purpose.  The  proceeds of the Loan only will be used solely to refinance
the existing  indebtedness of Stronghold NJ to the Bank. No part of the proceeds
of the Loan will be used to  purchase  or carry  margin  stock as such terms are
defined in Regulation U of the Board of Governors of the Federal  Reserve System
or to extend credit to others for the purpose of  purchasing or carrying  margin
stock,  and the use of such  proceeds  shall  not  result  in any  violation  of
Regulations G, T, U or X of said Board.

2.06.  Properties.  The Borrowers have good and  marketable  title to all of the
assets reflected in the Financial  Statements,  including the Collateral (to the
extent same is  reflected as owned by a Borrower) , free and clear of all liens,
claims,  encumbrances,  and  security  interests  (as  defined  in  the  Uniform
Commercial  Code),  except  as  permitted  hereunder  or as  disclosed  in  such
statements.


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2.07. Taxes. The Borrowers and the Guarantor have filed all tax returns required
to be  filed  and  paid  all  taxes  due or  assessed,  including  interest  and
penalties,  except as  specifically  disclosed  to the Bank,  in  writing,  with
respect to taxes being  contested in good faith and by appropriate  proceedings,
provided adequate reserves-have been made.

2.08.  Consents.  No consent or approval  from, or notice to or filing with, any
federal,  state or other regulatory authority is required in connection with the
execution of, or performance under, the Loan Documents by the Borrowers.

2.09.  ERISA.  Each employee  pension  benefit plan ("Plan"),  as defined in the
Employee  Retirement  Income Security Act of 1974, as amended from time to time,
including  its  rules  and  regulations  ("ERISA"),  is in  compliance  with the
applicable  provisions of ERISA,  the Internal Revenue Code of 1986 (as amended,
from time to time) and any other  applicable  Federal or state law, and no event
or condition  is  occurring  or exists with respect to any such Plan  concerning
which the Borrowers would be under an obligation to furnish a report to the Bank
in accordance with Article 4 hereof.

2.10.  Trademarks,  Patents,  Licenses,  Etc. To their knowledge,  the Borrowers
possess all trademarks,  patents,  licenses,  permits, trade names,  copyrights,
proprietary  rights and  approvals  required  to conduct  their  business as now
constituted without conflict with the rights or claimed rights of others.

2.11. No  Misrepresentations or Material  Nondisclosure.  The Borrowers have not
made and will not make to the Bank, in this  Agreement or  otherwise,  an untrue

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statement of a material fact, nor has omitted to state a material fact necessary
to make any statement made not misleading.

2.12.  Permits.  The Borrowers  represent  that they have,  and will continue to
have,  all necessary  federal,  state,  and local  licenses,  certificates,  and
permits relating to the Borrowers and their  facilities,  business,  operations,
premises,  and  leaseholds,  and they  are in  compliance  with  all  applicable
federal,  state,  and  local  laws,  rules,  and  regulations  relating  to  air
emissions, water discharges,  noise emissions, solid or liquid storage disposal,
hazardous or toxic waste or  substances  and other  environmental,  health,  and
safety matters.

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ARTICLE 3. CONDITIONS OF LENDING.

3.01.  Preconditions  to the Loan.  The Bank shall not be  obligated to make the
Loan  hereunder  unless all legal matters  incident to the  transactions  hereby
contemplated  shall be  satisfactory  to the Bank and its counsel,  and it shall
have received properly executed,  as of the closing date, and in a form it deems
satisfactory, the following:

(a) This Agreement;

(b) The Note;

(c) Certified  resolutions/consents  of the Borrowers  authorizing the execution
and delivery of the Loan Documents,  arid the Borrowers' performance under those
documents;

(d) A certificate by each  Borrower's  secretary  specifying the name and titles
and including the specimen  signatures,  of the officers  authorized to sign the
Loan  Documents  and  certifying  as true an  attached  copy of each  Borrower's
by-laws;

(e) A copy of each Borrower's  Certificate of  Incorporation  and any amendments
thereto, and a long form certificate of good standing from the appropriate state
official in the jurisdiction of formation;

(f) An opinion of counsel to the Borrowers in form and substance satisfactory to
the Bank and its counsel,  except that the Borrowers  also agree that they shall
provide the Bank with a supplemental  opinion letter,  from an attorney admitted
to practice

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in the State of Nevada,  opining on the  enforceability of the Loan Documents as
to Stronghold  (Nevada),  in a form reasonably  acceptable to the Bank, prior to
March 1, 2003;

(g)  Subordination  Agreements  executed  by  the  Guarantor  subordinating  all
indebtedness of any Borrower to the Guarantor to the Loans, in a form acceptable
to the Bank;

(h) The  Security  Agreements,  Guaranty,  and other loan  documents in form and
substance satisfactory to the Bank;

     (i) A  certificate  of a reliable  insurance  company,  Licensed to conduct
business in New Jersey, of appropriate insurance under Section 4.02 hereunder;

     (j) Such additional documents as the Bank may reasonably request.

ARTICLE 4. AFFIRMATIVE COVENANTS.

The  Borrowers  and the Guarantor  agree that,  while any amount is  outstanding
under the Loan, they shall comply with the following covenants:

4.01. Financial Statements.  The Borrowers and/or the Guarantor shall furnish to
the Bank:


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(a) As requested by the Bank, an aging report,  in form satisfactory to the Bank
in its sole discretion, of all accounts receivable of the Borrowers;

(b) Within ninety (90) days after the end of each fiscal year of the  Borrowers,
supply  financial  statements  of the  Borrowers  prepared  in  accordance  with
generally accepted principles and practices of accounting  consistently applied,
audited by and with the opinion of an independent  certified  public  accountant
satisfactory to the Bank,  such opinion not being adverse,  limited or qualified
because of such accountant's restricted or limited examination of records;

(c) Within 30 days after the end of each calendar quarter,  supply the Bank with
quarterly financial  statements of the Borrowers,  prepared and Certified by the
chief financial officer of the Borrowers.

(e)  Within 15 days after  filing  thereof,  supply  complete  signed  copies of
federal and state tax returns of the Borrowers and the Guarantor.

(f) Within 30 days  after the end of each  calendar  year,  supply the Bank with
annual personal  financial  statements of the Guarantor on forms supplied by the
Bank.

(g)  Promptly,  such further  information  regarding  the  business  affairs and
financial condition of the Borrowers or the Guarantor as the Bank may require.

(h) Promptly  after  preparation  or receipt:  (1) upon the request of the Bank,
copies of all  reports and notices  which the  Borrowers  filed with or received
under ERISA or any occupational safety, pension or retirement,  or environmental
statute  or  regulation,  and (2)  copies  of all  proxy  statements,  financial
statements,  and reports which the Borrowers send to shareholders  and copies of
all reports and  registration  statements which it files with, or receives from,
any national securities exchange or Federal regulatory agency.


<PAGE>

4.02. Insurance. The Borrowers shall keep the following insurance in effect:

(a) All  insurance  policies  required  hereby  which  shall  be (i)  issued  by
companies which shall have an A.M. Best Rating Guide  Stability  Rating of A- or
better, and a Financial Rating of VI or better,  (ii) on forms, in amounts,  and
with  deductibles,  all of which are acceptable to the Bank and (iii) maintained
throughout the term of the Loan, without cost to the Bank. All policies shall be
deposited  with the Bank (if  required  by the  Bank),  and shall  contain  such
provisions  as the Bank deems  necessary or  desirable to protect its  interest,
including,  without  limitation,  a  provision  that  such  policy  shall not be
cancelled, altered or in any way limited in coverage or reduced in amount unless
the Bank is given thirty (30) days prior  written  notice or ten (10) days prior
written notice of non-payment of premium.

(b)  Prepaid  "Special  Perils"  (including  flood  if any  property  where  the
Collateral is located in a special flood hazard  zone),  Comprehensive  Business
Insurance Program,  including but not limited to, a multi-peril  package policy,
workers'  compensation,  Commercial  automobile,  business  interruption,  extra
expense, loss of rents, employee dishonesty, umbrella liability and professional
liability.  The appropriate policies shall cover all personal property and other
assets  comprising  the Collateral and shall name the Bank as Loss Payee under a
Lender's  Loss  Payable  Clause.  All such  policies  to be written for the full
insurable  value  of the  Collateral  (without  deduction  for  depreciation  or
obsolescence)  . If a blanket policy is issued,  a certified copy of said policy
shall be furnished together with an endorsement  indicating that the Bank is the
insured under said policy in the proper designated  amount.  The Borrowers shall
also carry such other insurance as may reasonably be required by the Bank.


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(c) Commercial General Liability insurance insuring the Borrowers in the minimum
amounts of $1 million per occurrence and $2 million in the aggregate.

(d) The Borrowers  shall  maintain  Workers'  Compensation/  Employer  Liability
Coverage as required by applicable law.

4.03. Maintain Business. Each Borrower shall continue to engage in the same type
of business as it is presently  engaged in, and shall preserve its existence and
good  standing and all the material  rights,  privileges,  franchises  and other
properties  necessary  and  desirable  in the normal  conduct  of its  business.
Neither Borrower will change its name without  furnishing the Bank with at least
thirty (30) days prior written  notice  thereof.  The Borrowers  will notify the
Bank in writing  prior to utilizing any trade name not  previously  submitted to
the Bank.  Neither Borrower shall change the state of its incorporation  without
the prior written consent of the Bank,  provided that the Borrowers may merge to
become one entity or reincorporate in the State of Delaware after furnishing the
Bank with prior written notice.

4.04.  Taxes and  Obligations.  Each  Borrower  shall pay and  discharge (a) all
taxes,  assessments  and  governmental  charges  or levies  imposed on it or its
income or profits or any of its properties  prior to the date on which penalties
attach thereto and (b) all lawful obligations and claims which, if unpaid, might
cause a lien or charge to be created against any of its  properties,  except any
such tax, assessment, charge or levy, the payment of which is being contested in
good faith by proper  proceedings,  provided escrows,  satisfactory to the Bank,
have been esta Borrower.

4.05. Compliance with Laws. The Borrowers shall comply with all applicable laws,
regulations and orders of any governmental authority.


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4.06.  Notices.  The Borrowers  shall furnish to the Bank,  promptly  after they
learn thereof:

(a) Written  notice of (i) any  material  threatened  or pending  litigation  or
governmental  or  administrative  proceeding  concerning it or its properties or
assets,  (ii) any  material  default  under  any  other  agreement  to which any
Borrower is a party,  (iii) any default or Event of Default  hereunder  together
with a  statement  by a  responsible  officer of the  Borrowers  describing  the
action, if any, which the Borrowers  propose to take with respect thereto,  (iv)
any material adverse change in its business, prospects or financial condition;

(b) Written notice of any  "reportable  event" or "prohibited  transaction"  (as
such terms are defined in ERISA),  in connection  with any Plan, and a statement
of the action, if any, which the Borrowers propose to take with respect thereto,
and when known,  any action taken by the Internal  Revenue Service or Department
of Labor with respect thereto. In addition, the Borrowers shall provide the Bank
promptly  after  filing or  receiving  thereof,  with  copies of all reports and
notices which the Borrowers file under ERISA with the Pension  Benefit  Guaranty
Corporation  or the  United  States  Department  of Labor or which any  Borrower
receives from them;

(c) Any  notice of (i) the  happening  of any event  involving  the use,  spill,
discharge,  or cleanup of any hazardous or toxic  substance or waste or any oil,
petroleum  distillate  or  pesticide  on any  property  owned or operated by any
Borrower (a "Hazardous Discharge");  or (ii) any complaint,  order, citation, or
notice with regard to air emissions, water discharges, noise


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emissions,  or any other  environmental,  health, or safety matter affecting any
Borrower (an  "Environmental  Complaint") from any person or entity,  including,
without limitation,  the New Jersey Department of Environmental Protection,  any
similar   governmental   agency  of  any  other  state  or  the  United   States
Environmental  Protection  Agency,  then the  Borrowers  agree to give  oral and
written notice of same to the Bank within  twenty-four (24) hours of its receipt
of such notice;

(d) Any change in the name or trade name of any Borrower or Guarantor;

(e) Any  material  adverse  change with  respect to the  business  or  financial
condition of any Borrower or any Guarantor;

(f) Any default under this Agreement or any other Loan Document;

(g) Any change in the location of the Collateral; and

(h) Promptly, such additional notices as the Bank may request.

4.07.  Inspection.  The Borrowers  shall permit the Bank to inspect their books,
records and premises  during  business  hours and make  abstracts  and copies of
documents.

4.08.  Maintenance  of Accounts.  Stronghold  (NJ) shall  maintain its principal
deposit and operating accounts at the Bank.

4.09.  Compliance and  Environmental  Laws. The Borrowers shall, and shall cause
others  to,  carry on the  business  and  operations  on all  property  owned or
operated by the  Borrowers so as to comply and remain in  compliance  with,  all
applicable federal,  state,  regional,  county, or local laws, statutes,  rules,
regulations, or

<PAGE>

ordinances concerning public health, safety, or the environment,  including, but
not limited to, the New Jersey Underground Storage Tank Act, N.J.S.A.  58:10A-21
et seg., the Comprehensive  Environmental  Response,  Compensation and Liability
Act of 1980, as amended by the Superfund  Amendments and  Reauthorization Act of
1986,  42 U.S.C.  9601 et seq.,  ISRA,  the New Jersey  Spill  Compensation  and
Control Act, N. J. S.A. 58: -10-23. 11 et seq. , and the New Jersey  Underground
Storage Tank Act, N.J. S.A.  581OA-21 et seq., and all rules,  regulations,  and
guidance documents promulgated or published thereunder, and any state, regional,
county, or local statute,  law, rule, regulation or ordinance relating to public
health, safety, or the environment,  including, without limitation, (i) relating
to  releases,  discharges,  emissions,  or  disposals to air,  water,  land,  or
groundwater;  (ii) to the  withdrawal or use of  groundwater;  (iii) to the use,
handling,  or disposal of  polychlorinated  byphenyls  (PCBs) , asbestos or urea
formaldehyde;  (iv)  to the  treatment,  storage,  disposal,  or  management  of
hazardous substances (including, without limitation, petroleum, its derivatives,
by-products,  or other  hydrocarbons),  and any other solid,  liquid, or gaseous
substance,  exposure to which is prohibited,  limited,  or regulated,  or may or
could pose a hazard to the health  and safety of the  occupants  of the site and
facility  or the  property  adjacent  to or  surrounding  the  site;  (v) to the
exposure of persons to toxic,  hazardous,  or other controlled,  prohibited,  or
regulated  substances;  and  (vi)  to  the  transportation,   storage,  disposal
management,  or release of gaseous  or liquid  substances,  and any  regulation,
order, injunction, judgment, declaration, notice or demand issued.

ARTICLE 5. NEGATIVE COVENANTS.

The Borrowers each agree that,  while any amount is outstanding  under the Loan,
they shall not:


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5.01.  Sale of Interest.  Sell,  assign,  transfer or  otherwise  dispose of any
shares  of any  class of the  stock  or  other  interest  in  Stronghold  (NJ) ;
provided,  however,  that so long as the Bank is given prior written  notice (a)
the  Borrowers  may  merge to  become  one  entity  in which  case the  stock of
Stronghold (NJ) held by Stronghold  (Nevada) may be canceled,  or (b) Stronghold
(Nevada) may reincorporate in the state of Delaware,  in which case the stock of
Stronghold  (NJ)  held by  Stronghold  (Nevada)  may be  transferred  to the new
Delaware entity.

5.02.  Limitation on Mergers and Sale of Assets.  Enter into any  transaction of
merger, consolidation or amalgamation,  or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution),  convey,  sell,  lease,  transfer or
otherwise  dispose of, in one transaction or a series of transactions,  all or a
substantial part of its business or assets or acquire all or  substantially  all
of the business or assets of another person.

5.03. Lease  Obligations  Become liable for aggregate lease  obligations of more
than $100,000.00 for any 12 month period.

5.04.  Investments.  Make any loan or  advance  to any  person  or  purchase  or
otherwise acquire any capital stock, assets, obligations or other securities of,
make any capital  contribution  to, or otherwise  invest or acquire any interest
in, any person in excess of  $10,000.00  for any 12 month  period,  except:  (a)
direct  obligations  of the United States of America or any agency  thereof with
maturities  of one year or less  from the date of  acquisition,  (b)  commercial
paper of a domestic  issuer rated at least A-1 by Standard & Poor's  Corporation
or P-1 by Moody's  Inventors  Service,  Inc., (c)  certificates  of deposit with
maturities  of one  year or less  from  the date of  acquisition  issued  by any
commercial  bank,  and


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(d) for  stock,  obligations  or  securities  received  in  settlement  of debts
(created  in the  ordinary  course of  business)  owing to any  Borrower  or any
subsidiary.

5.05.  Limitations on Liens.  Create or suffer,  or permit any lien, or security
interest on its  properties,  except:  (a) Liens existing on the date hereof and
reflected in the financial statements referred to in Section 4.01 hereof;

(b) Liens for taxes not yet due or which are being  contested  in good faith and
by appropriate  proceedings if adequate escrows,  satisfactory to the Bank, have
been established by the Borrowers;

(c) Carriers', warehousemen's,  mechanics', materialmen's,  repairmen's or other
like  liens  arising  as a matter  of law in the  ordinary  course  of  business
securing amounts which are not due for a period of more than 30 days; or

(d) Purchase  money liens on personal  property  acquired by the Borrowers in an
amount  not in  excess  of  $25,000.00  to  secure  the  purchase  price of such
property,  provided  that such lien shall apply and attach only to the  property
originally subject thereto.

5.06. Debt.  Create or suffer,  any: (a) indebtedness for borrowed money (except
for the  subordinated  debt  owed to the  Guarantor  as  permitted  pursuant  to
Subordination  Agreement;  (b) obligations under leases which shall have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases;  and (c) unfunded vested benefits under plans  maintained for
employees of the Borrowers covered by ERISA.


<PAGE>

5.07. Limitation on Distributions. Declare or pay any dividends on any shares of
its stock or apply any of its  funds,  property  or assets  to, or set apart any
funds, property or assets for, the purchase,  redemption or other retirement of,
or make any other distribution, by reduction of capital or otherwise, in respect
of any shares of its stock.

5.08.  ERISA  Compliance.  Engage in any  "prohibited  transaction" or incur any
"accumulated  funding  deficiency"  whether  or not  waived  (as such  terms are
defined in ERISA) or  terminate  any Plan in a manner  which could result in the
imposition of a lien on any property of the Borrowers pursuant to ERISA.

5.09.  Use of  Property.  Engage (or  permit  any other  party to engage in) any
operations which involve the generation,  manufacture, refining, transportation,
treatment, storage, or handling of hazardous substances or waste, above or below
the ground,  as provided in ISRA, and the regulations  adopted pursuant to ISRA,
at any  property  owned or operated by the  Borrowers or Operator (or permit the
operation  of) any  "Industrial  Establishment"  as defined in ISRA, on any such
property.

5.10.  ISRA  Tenants.  Permit  any  portion  of any  property  owned by it to be
occupied by or leased to any person or business that has a major group  Standard
Industrial  Classification  code  number  between 22 through  39  inclusive,  46
through 49 inclusive, 51 or 76, or by any Industrial Establishment as defined in
ISRA.

ARTICLE 6. DEFAULT.

6.01. Events of Default. Each of the following is an event of default ("Event of
Default") under this Agreement:


<PAGE>

(a) Failure by the Borrowers to pay any principal, interest or fee amount on its
due date; or

(b) Any  representation,  warranty or statement  contained in this Agreement (or
any document or instrument  furnished in connection with this  Agreement)  shall
prove to have been false or  misleading  in any material  respect,  when made or
deemed made; or

(c) Failure by any Borrower to observe any  covenant or  agreement  contained in
Article 5 hereof; or

(d) Failure by any Borrower to observe any other covenant or agreement contained
in this  Agreement and such failure shall  continue  unremedied  for a period of
fifteen (15) days from the occurrence thereof; or

(e) Default by any Borrower or the Guarantor  under any other  obligation to the
Bank, or any third party, now existing or hereafter arising; or

(f)  Default  under any  other  Loan  Document  which is not  cured  within  any
applicable grace or notice period; or

(g)  Entry of a  judgment  or  judgments  for an  aggregate  amount in excess of
$25,000.00 against any Borrower or the Guarantor without satisfaction or stay of
execution, for any period of 30 consecutive days; or

(h) Any Borrower or the Guarantor shall admit its inability to pay its debts, or
shall make a general assignment for the benefit of creditors;  or any proceeding
shall be instituted by or against any Borrower or the Guarantor  seeking  relief
as to a  Borrower  or  Guarantor  under  the  federal  Bankruptcy  Code  (or its
successors)

<PAGE>

(the   "Bankruptcy   Code")  or  to   adjudicate   it   insolvent,   or  seeking
reorganization,  arrangement,  adjustment,  or composition of it or its debts or
property under any law relating to bankruptcy,  insolvency or  reorganization or
relief of  debtors,  or seeking  appointment  of a receiver,  trustee,  or other
similar  official for it or for any  substantial  part of its  property;  or any
Borrower or any Guarantor  shall take any  corporate  action to authorize any of
the actions set forth above in this subsection; or

(i) All or any  substantial  part of the properties or assets of any Borrower or
the Guarantor shall have been condemned, seized or otherwise appropriated; or

(j) An event or condition  occurs or exists with respect to any Plan  concerning
which any  Borrower is under any  obligation  to furnish a report to the Bank in
accordance  with Section 4.06 hereof or as a result  thereof the  Borrowers  has
incurred or in the opinion of the Bank is reasonably likely to incur a liability
to a Plan  and/or the PBGC  which is  material  in  relation  to the  Borrowers'
financial condition; or



<PAGE>



(k) There shall be any  material  adverse  change in the  business or  financial
condition of any Borrower or the Guarantor; or

(1) The  Guarantor  shall  cease to own,  at all times,  in excess of 30% of the
shares or ownership interests in Stronghold (Nevada); or

(m) The  Guarantor  shall cease to be chief  executive  officer of the Borrowers
involved directly in the day-to-day management of the business of the Borrowers;
or

(n) The death of the Guarantor; or

(o) Any change  shall  occur in the  ownership  of  Stronghold  (NJ) , except as
permitted pursuant to the terms of Section 5.01 hereof; or

(p) The  loss of any  necessary  license  or  permit  for the  operation  of the
business operated or to be operated by the Borrowers; or

     (q) Transfer of title to any portion of, or interest in, the Collateral. 1

6.02.  Remedies.  If  there  is an  Event of  Default,  the  Bank  may,  without
presentment, demand, protest, notice or other formality (all of which are waived
by the Borrowers and the Guarantor):

(a) Declare the full unpaid principal amount  outstanding  hereunder and accrued
interest thereon to be immediately due and payable, whereupon such amounts shall
be immediately due and payable; or


<PAGE>

     (b) Foreclose or exercise any of its rights with respect to any  Collateral
without  waiving  its rights to proceed  against any other  Collateral  or other
entities or individuals  directly or indirectly  responsible  for payment of the
Loan; or

     (c)  Exercise  any other  remedies  under  applicable  law,  or under  this
Agreement or any other Loan Document, including but not limited to proceeding to
enforce  its  right  by suit  in  equity,  action  at law or  other  appropriate
proceeding,  whether for payment or the specific performance of the covenants or
agreements contained in this Agreement or any other Loan Document.

     All remedies of the Bank provided for herein are cumulative and shall be in
addition  to all other  rights or remedies of the Bank.  The  Borrowers  and the
Guarantor  shall be liable for all costs,  charges and expenses,  and other sums
incurred or  advanced  by the Bank  (including  reasonable  attorney's  fees and
disbursements)  to preserve  the  Collateral,  collect on the Loan,  protect the
Bank's interests in or realize on the Collateral or to enforce the Bank's rights
against the Borrowers or the Guarantor.

     6.03.  Right of Set-Off;  Security  Interest.  Borrowers  and the Guarantor
hereby grant to Bank, a continuing lien,  security  interest and right of setoff
as security for all liabilities and obligations to Bank, whether now existing or
hereafter  arising,  upon and  against all  deposits,  credits,  collateral  and
property, now or hereafter in the possession, custody, safekeeping or control of
the Bank or any entity under the control of United National  Bancorporation  and
its  successors  and assigns or in transit to any of

<PAGE>

them. At any time after an Event of Default,  without demand or notice (any such
notice being expressly  waived by Borrowers and the Guarantor),  Bank may setoff
the same or any part thereof and apply the same to any  liability or  obligation
of Borrowers  and any  Guarantor  even though  unmatured  and  regardless of the
adequacy of any other  collateral  securing the Loan. The Bank agrees to provide
notice  of any  setoff  within  five (5)  business  days  after the  setoff  has
occurred.  ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES
WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO EXERCISING
ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS,  CREDITS OR OTHER PROPERTY OF
BORROWERS OR ANY GUARANTOR,  ARE HEREBY  KNOWINGLY,  VOLUNTARILY AND IRREVOCABLY
WAIVED. ARTICLE 7. MISCELLANEOUS.

     7.01. Cross Default/Cross Collateral. agreements between or among the Bank,
any Borrower and/or the Guarantor are hereby amended so that an Event of Default
under this Agreement is a default under all other agreements and a default under
any one of those  agreements  is an Event of Default under  Agreement.  All such
agreements  between or among the Bank,  any Borrower  and/or the  Guarantor  are
further  amended  so that  the  Collateral  under  this  Agreement  secures  the
obligations  now or hereafter  outstanding  under all other  agreements with the
Bank and the collateral  which serves as security  under any other  agreement of
any Borrower or the Guarantor with the Bank secures the  obligations  under this
Agreement.  The Bank,  Borrowers,  and Guarantor acknowledge that all prior loan
agreements, security agreements,  guaranties, notes and other documents relating
to the  November 1, 2001 and June 30,  2002  financing  arrangements  are hereby
superceded  by and replaced  with this  Agreement  and the other Loan  Documents
executed in connection with this Agreement.

7.02. Indemnification. At all times the Borrowers and the Guarantor shall defend
and indemnify and hold the Bank (which for the purposes of this paragraph  shall

<PAGE>

include the present or future shareholder,  officers, directors,  employees, all
other representatives,  agents, licensees and assigns of the Bank) harmless from
and  against  any and all  liabilities,  claims,  demands,  suits,  proceedings,
actions, causes of action, losses, damages, settlements,  judgments, recoveries,
costs and  expenses  (including  reasonable  fees and  actual  disbursements  of
counsel)  resulting  from  any  breach  of  the   representations,   warranties,
agreements or covenants  made by any Borrower or any Guarantor in this Agreement
or any other Loan  Document,  arising  from or connected  with the  transactions
contemplated by this Agreement or any other Loan Document,  or any of the rights
and  properties  assigned or pledged to the Bank,  except to the extent  arising
from the gross negligence or willful misconduct of the Bank.

7.03.  Amendments,  Waivers, Etc. No amendment or waiver of any provision in the
Loan Documents or consent to any departure by the Borrowers therefrom,  shall be
effective  unless the same shall be in writing and signed by the Bank,  and then
such waiver or consent shall be effective only in the specific  instance and for
the specific  purpose for which it was given. No failure by the Bank to exercise
in whole or part,  and no delay in so  exercising,  any  right  hereunder  shall
operate as a waiver thereof or preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and
not exclusive of any remedies provided by law.

7.04.  Survival.  All  representations  and  warranties  made herein or pursuant
hereto shall survive the making of the Loan hereunder.

7.05.  Usury.  If, at any time, the rate of interest,  together with all amounts
which  constitute  interest and which are reserved,  charged or taken by Bank as
compensation  for  fees,   services  or  expenses   incidental  to  the  making,
negotiating or collection of the loan evidenced  hereby,  shall be deemed by any
competent

<PAGE>

court of law,  governmental  agency or tribunal  to exceed the  maximum  rate of
interest  permitted to be charged by Bank to  Borrowers  under  applicable  law,
then, during such time as such rate of interest would be deemed excessive,  that
portion of each sum paid attributable to that portion of such interest rate that
exceeds the maximum  rate of interest so  permitted  shall be deemed a voluntary
prepayment of principal.  As used herein,  the term  "applicable law" shall mean
the law in effect as of the date hereof;  provided,  however,  that in the event
there is a change  in the law  which  results  in a higher  permissible  rate of
interest,  then  this  Agreement  shall  be  governed  by such new law as of its
effective date.

7.06.  Payment of Fees and Expenses.  Borrowers  and the Guarantor  shall pay on
demand all expenses of Bank in connection with the default,  collection,  waiver
or amendment of loan terms, or in connection with Bank's exercise,  preservation
or enforcement of any of its rights,  remedies or options hereunder,  including,
without limitation, fees of legal counsel, accounting,  consulting, brokerage or
other similar professional fees or expenses, and any fees or expenses associated
with travel or other costs relating to any appraisals or examinations  conducted
in connection with the loan or any collateral  therefore,  and the amount of all
such  expenses  shall,  until  paid,  bear  interest at the rate  applicable  to
principal hereunder (including any default rate) and be an obligation secured by
any Collateral.

7.07.  Governing  Law. This  Agreement  shall be deemed to have been made under,
governed  by and  construed  in  accordance  with,  the laws of the State of New
Jersey  (excluding the laws applicable to conflicts or choice of law);  provided
that the  foregoing is not intended to limit the maximum rate of interest  which
may be charged or collected by the Bank hereunder if, under the laws  applicable
to it, the Bank may charge or collect  such  interest  at a higher  rate than is
permissible under the laws of said State.


<PAGE>

Binding  Effect.  This  Agreement  shall be binding upon, and shall inure to the
benefit of, the Borrowers,  the Bank and their respective successors and assigns
except that the Borrowers may not assign or transfer their rights or obligations
hereunder.

7.09. Notices.  Notices under this Agreement shall be delivered  personally,  by
registered  mail or by overnight  courier to the address  shown on the signature
page  hereof.  Notice  personally  delivered  shall be effective as of delivery.
Notice sent by  registered  mail shall be  effective  on the third  business day
after the date of mailing.  Notice sent by overnight  courier shall be effective
on the first business day after the date of transmittal.

7.10.   Subsidiaries.   If  any  Borrower  has  any  subsidiaries   (defined  as
corporations  in which a Borrower  owns or controls  the majority of the capital
stock with ordinary voting power) all representations,  covenants and conditions
referring to a Borrower shall also apply to its subsidiaries, and, all financial
statements  and tests shall apply to the Borrowers and their  subsidiaries  on a
consolidated and consolidating basis.

7.11. Captions. The captions and headings hereunder are for convenience only and
shall not affect the interpretation or construction of this Agreement.

7.12. Severability.  The provisions of this Agreement shall be severable; if any
provision  shall  be held  invalid  or  unenforceable  in  whole  or in part the
determination shall not affect the remaining  provisions of the Agreement in any
manner.

7.13.  Disclosure.  The Bank is hereby  authorized  to disclose any financial or
other information it may have about the

<PAGE>



Borrowers or the Guarantor to any present or future  participant  or prospective
participant, any regulatory body or agency having jurisdiction over the Bank, or
to any successor to all or any part of the Bank's interest herein.

     7.14.  Replacement of Note/Loan Documents.  Upon receipt of an affidavit of
an  officer  of Bank or the  Borrowers  as to the loss,  theft,  destruction  or
mutilation of the Note or any other Loan Document which is not of public record,
and,  in the case of any such  loss,  theft,  destruction  or  mutilation,  upon
cancellation  of such Note or other Loan  Document,  Borrowers,  the  Guarantor,
and/or the Bank, as the case may be, will issue, in lieu thereof,  a replacement
note or other Loan Document having identical terms.

7.15. WAIVER OF TRIAL BY JURY. BORROWERS, THE GUARANTOR AND BANK MUTUALLY HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON,  ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENTS  CONTEMPLATED  TO BE  EXECUTED  IN
CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,  COURSE OF  DEALINGS,  STATEMENTS
(WHETHER  VERBAL  OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY,  INCLUDING,  WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,  STATEMENTS OR ACTIONS OF
BANK  RELATING  TO THE  ADMINISTRATION  OF THE LOAN OR  ENFORCEMENT  OF THE LOAN
DOCUMENTS, AND AGREE THAT NEITHER PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION
WITH ANY OTHER  ACTION IN WHICH A JURY TRIAL  CANNOT BE OR HAS NOT BEEN  WAIVED.
EXCEPT AS  PROHIBITED  BY LAW,  BORROWERS  HEREBY WAIVE ANY RIGHT IT MAY HAVE TO
CLAIM  OR  RECOVER  IN  ANY  LITIGATION  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE  OR
CONSEQUENTIAL  DAMAGES OR ANY DAMAGES  OTHER THAN,  OR IN  ADDITION  TO,  ACTUAL
DAMAGES. EACH BORROWER AND THE GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF BANK HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,  THAT BANK WOULD
NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.  THIS
WAIVER  CONSTITUTES A MATERIAL  INDUCEMENT FOR BANK TO ENTER INTO THIS AGREEMENT
AND MAKE [GRAPHIC OMITTED][GRAPHIC OMITTED]

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.

Attested by:                            Stronghold Technologies, Inc., a
                                        New Jersey corporation, Borrower


/s/ Karen Jackson                       By: /s/ Christopher J. Carey
---------------------------------           -----------------------------------
Karen Jackson, Asst. Secretary              Christopher J. Carey, President


Attested by:                            Stronghold Technologies, Inc., a
                                        Nevada corporation, Borrower


/s/ Karen Jackson                       By: /s/ Christopher J. Carey
---------------------------------           -----------------------------------
Karen Jackson, Asst. Secretary              Christopher J. Carey, President


Witnessed by:



/s/ Robert L. Birkhan                   By: /s/ Christopher J. Carey
---------------------------------           -----------------------------------
Robert L. Birkhahn                          Christopher J. Carey, Guarantor


Witnessed by:



/s/ James R. Ottobre                    By: /s/ Robert L. Birkhahn
---------------------------------           -----------------------------------
James R. Ottobre, Esq.                      Robert L Birkhahn, Vice President




<PAGE>