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EXHIBIT 10.24

                             SUBORDINATION AGREEMENT

1. Christopher J. Carey (the "Creditor") a creditor of Stronghold  Technologies,
Inc., a Nevada Corporation (the "Borrower"),  knowing that UNITEDTRUST BANK (the
"Bank") relying on this agreement will extend credit to the Borrower,  agrees to
and hereby does subordinate the payment of the Junior Claims (as defined herein)
to the payment of all obligations of the Borrower to the Bank now outstanding or
arising  hereafter  (together called the  "Obligations").  "Junior Claims" shall
mean all of the claims  which the  Creditor  has against the  Borrower as of the
date hereof and all claims arising  hereafter.  The  Obligations  and the Junior
Claims  shall be  deemed  to  include  all  interest  thereon  and all  charges,
including attorney's fees, arising therefrom.

2. The Creditor agrees:

(a) not to demand or accept any payment of or collateral or other  security with
respect to any of the Junior Claims;

(b) that any payment of or  collateral  or other  security  with  respect to the
Junior Claims coming into its possession  shall be held by it as trustee for the
Bank and immediately turned over to the Bank; and

(c) not to sell,  assign,  pledge or otherwise dispose of any of the evidence of
the Junior Claims, and, if requested to do so by the Bank, to deliver and assign
any such evidence of any of the Junior Claims to the Bank.

3. The Creditor hereby grants a security  interest in, and transfers and assigns
the Junior Claims  (together  with any  collateral or other security at any time
held  or  received  therefor)  to  the  Bank  as  collateral  security  for  the
Obligations.  The Creditor  authorizes and empowers the Bank, in its own name or
the Creditor's name, to demand,  sue for and collect the Junior Claims, and take
any and  all  actions  available  to the  Creditor  whether  in any  insolvency,
bankruptcy,  receivership,  liquidation,  reorganization  or similar  proceeding
affecting  the  Borrower,  or otherwise,  provided,  however,  that if the Bank,
acting  hereunder,  recovers  any  amount  greater  than  the  then  sum  of the
Obligations, it will apply said excess to the payment of the Junior Claims.

The  Borrower  and the  Creditor  hereby  authorize  the Bank to sign and file a
financing  statement  with respect to the Junior Claims without the signature of
either the  Borrower or the  Creditor,  or sign their names  thereto,  provided,
however,  the Borrower and the Creditor  will,  upon the written  request of the
Bank, sign such a financing  statement and execute such other documents and take
such other actions as may be required by them by



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the Bank to carry out this Subordination Agreement.

4. Except as provided for herein, the Borrower agrees not to make any payment of
or give any  collateral  or other  security  with  respect  to any of the Junior
Claims until this agreement is no longer in effect.

5. The  Creditor  hereby  consents  to and  waives  all  notice of any  renewal,
extension or modification of the terms of any of the Obligations and agrees that
any such renewal,  extension or modification  will not impair the  subordination
granted hereby.

6. The Creditor and the Borrower  agree that the failure by the Bank to exercise
any of its rights hereunder shall not be deemed to constitute a waiver of any of
its rights under this agreement.  This agreement shall bind the Creditor and the
Borrower and the legal  representatives,  successors and assigns of the Creditor
and the Borrower.

7. In the event of a breach by either the  Creditor or the  Borrower of any term
of this  agreement,  all of the  Obligations  shall,  without  notice or demand,
become immediately due and payable.

8. This  agreement  shall be effective so long as there are any  Obligations  or
there is an  agreement,  in  writing,  pursuant to which the Bank is required to
extend credit to the Borrower.

9. This agreement shall be governed by and construed in accordance with the laws
of the State of New Jersey. This agreement may be executed in counterparts.

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            10. This  Agreement is dated and is  effective  as of September  30,
2002.



                                 THE CREDITOR:


                                 /s/ Christopher J. Carey
                                 -----------------------------------
                                 Christopher J. Carey, President



                                 THE BORROWER:


                                 Stronghold Technologies, Inc., a
                                 Nevada corporation


                                 By: /s/ Christopher J. Carey
                                     -----------------------------------
                                     Christopher J. Carey, President



                                 THE BANK:
                                 UNITEDTRUST BANK


                                 By: /s/ Robert L. Birkhahn
                                     -----------------------------------
                                     Robert L Birkhahn, Vice President


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9.  Miscellaneous.  The waiver by the Bank of any  default  hereunder  or of any
provision  hereof shall not  discharge the Debtor from  liability  hereunder and
such  waiver  shall be  limited  to the  particular  event of  default or to the
particular provision and shall not operate as a waiver of any subsequent default
or of any other provision.

If there is more than one person or entity  executing  this agreement as Debtor,
their obligations hereunder shall be joint and several.

This  agreement  and the rights of the parties  hereto  shall be governed by the
laws of the  State of New  Jersey  and  shall be  binding  upon and inure to the
benefit  of the  Bank,  the  Debtor,  and  their  respective  heirs,  executors,
administrators,  successors and assigns.

IN WITNESS  WHEREOF,  the undersigned  have caused this agreement to be executed
the day and year first above written.

Attest:                                 Stronghold Technologies, Inc.,
                                        a Nevada corporation


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



Witness:                                UnitedTrust Bank


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



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