<PAGE>
EXHIBIT 10.28


          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, CC TRUST FUND,
          located at 450 Claremont Road, Bernardsville, New Jersey 07924
          (the  "Lender")  and  CHRISTOPHER   CAREY,   residing  at  450
          Claremont   Road,   Bernardsville,   New  Jersey  07924  ("the
          Guarantor").


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

ARTICLE 1.  THE LOAN.

     1.01.  THE TERM LOAN.  Subject to the terms of this  Agreement,  the Lender
shall make a twelve-month (12) term loan (the "Loan") available to the Borrowers
on the date of this  Agreement in the  principal  amount of up to Three  Hundred
Fifty Five Thousand One Hundred and Twenty Eight Dollars ($355,128), to be drawn
as requested by the Borrowers.

     1.02. INTEREST RATE AND PAYMENTS; DEFAULT RATE; LATE CHARGE.

     (a) INTEREST  RATE.  The Borrowers  shall pay interest to the Lender on the
unpaid  principal  amount  due  under  the Loan at an  interest  rate of  12.5%.
Interest on the Loan shall be  calculated  on the basis of the actual  amount of


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principle borrowed and the number of days elapsed over a year of 360 days.

     (b)  PAYMENTS.  The Borrowers  shall pay monthly  payments of interest only
under the Loan in the amounts and in the manner set forth in the Note.

     (c) DEFAULT  RATE.  Upon  default,  or after the maturity of the Note,  the
unpaid principal of the Loan shall, at the option of Lender,  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  Lender a late fee  equal to five  percent  (5%) of the
required payment. Any such late charge accrued is immediately due and payable.

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

     1.04. COLLATERAL. Repayment of the Loan shall be secured by the granting of
a second lien security  interest after the primary Senior Lender,  in all of the
assets of the Borrowers  (the  "Collateral).  The foregoing  assets and property


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securing the Loan shall be referred to herein as the "Collateral".

     1.05. 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
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.

     1.06.  GUARANTY.  Repayment of the Loan shall be supported by the execution
of an absolute and unconditional guaranty by Christopher Carey, the Guarantor.

     1.07. WARRANTS. The Lender shall receive five (5) year Warrants to purchase
25,000 shares of the common stock of the Borrower for $1.50 per share.



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ARTICLE 2.  REPRESENTATIONS AND WARRANTIES.

     The  Borrowers  and the  Guarantor  hereby  represents  and warrants to the
Lender 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. 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).

     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, 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


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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 Lender (together, the "Financial  Statements"),  are
complete  and correct,  were  prepared in  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.



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     2.05. PURPOSE. The proceeds of the Loan only will be used solely to finance
the working  capital needs of the Borrower.  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, 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.

     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 Lender,  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.



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     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.  The  Borrowers  possess  all
trademarks,  patents,  licenses,  permits, trade names, copyrights,  proprietary
rights and approvals required to conduct its 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 Lender,  in this  Agreement or  otherwise,  an
untrue  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


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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.

ARTICLE 3.  AFFIRMATIVE COVENANTS.

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

     3.01.  FINANCIAL  STATEMENTS.  The  Borrowers  and/or the  Guarantor  shall
furnish to the Lender:

     (a) As requested by the Lender,  an aging report,  in form  satisfactory to
the Lender 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;

     (c)  Within 45 days  after the end of each  calendar  quarter,  supply  the
Lender with  quarterly  financial  statements  of the  Borrowers,  prepared  and
Certified by the chief executive officer of the Borrowers.



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     (d) Within 15 days after filing thereof, and if requested by Lender, supply
complete signed copies of federal and state tax returns of the Borrowers and the
Guarantor.

     (e) Within 30 days after the end of each calendar year, and if requested by
Lender,  supply the Lender  with annual  personal  financial  statements  of the
Guarantor.

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

     (g)  Promptly  after  preparation  or receipt:  (1) upon the request of the
Lender,  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.

     3.02.  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


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better, and a Financial Rating of VI or better,  (ii) on forms, in amounts,  and
with deductibles, all of which are acceptable to the Lender and (iii) maintained
throughout the term of the Loan, without cost to the Lender.

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

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

     3.03. 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 Lender with at
least thirty days (30) prior written notice  thereof.  The Borrowers will notify
the Lender in writing prior to utilizing any trade name not previously submitted
to the Lender.

     3.04. 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


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good faith by proper proceedings,  provided escrows, satisfactory to the Lender,
have been established by a Borrower.

     3.05.  COMPLIANCE WITH LAWS. The Borrowers shall comply with all applicable
laws, regulations and orders of any governmental authority.

     3.06.  NOTICES.  The Borrowers shall furnish to the Lender,  promptly after
they learn thereof:

     (a)  Written  notice  of  (i)  any  threatened  or  pending  litigation  or
governmental  or  administrative  proceeding  concerning it or its properties or
assets,  (ii) any 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 Lender promptly after filing or receiving thereof, with copies


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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 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 Lender 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;



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

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

     3.07.  INSPECTION.  The Borrowers  shall permit the Lender to inspect their
books,  records and premises during business hours and make abstracts and copies
of documents.

ARTICLE 4.  NEGATIVE COVENANTS.

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

     4.01. SALE OF INTEREST.  Sell, assign, transfer or otherwise dispose of any
shares of any class of the stock or other interest in Stronghold (NJ).

     4.02.  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.

     4.03. LEASE  OBLIGATIONS.  Become liable for aggregate lease obligations of
more than $100,000.00 for any 12-month period.

     4.04.  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


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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 (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.

     4.05.  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 Lender,
have been established by the Borrowers;

     (c) Carriers',  warehousemen's,  mechanics', material men'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



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     (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.

     4.06. DEBT. Create or suffer, any: (a) indebtedness for borrowed money; (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.

     4.07.  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.

     4.08. 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.

     4.09. 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


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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.

     4.10.  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 5.  DEFAULT.

     5.01.  EVENTS OF  DEFAULT.  Each of the  following  is an event of  default
("Event of Default") under this Agreement:

     (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


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period of fifteen (15) days from the occurrence thereof; or

     (e) Default by any Borrower or the Guarantor under any other  obligation to
the Lender, 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
$5,000.00 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)  (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



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

     (k)  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

     (l) The death of the Guarantor; or

     (m) Any change shall occur in the ownership of Stronghold (NJ); or

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

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

     5.02.  REMEDIES.  If there is an Event of Default,  the Lender 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



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

     5.03.  RIGHT OF SET-OFF;  SECURITY  INTEREST.  Borrowers  and the Guarantor
hereby grant to Lender, a continuing second lien, security interest and right of
setoff as security for all liabilities  and  obligations to Lender,  whether now


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<PAGE>

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 Lender or its successors and assigns or in transit
to any of them. At any time after an Event of Default,  without demand or notice
(any such notice being expressly waived by Borrowers and the Guarantor),  Lender
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. ANY AND ALL RIGHTS TO
REQUIRE  LENDER 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.





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ARTICLE 6.  MISCELLANEOUS.

     6.01.  INDEMNIFICATION.  At all times the Borrowers and the Guarantor shall
defend  and  indemnify  and hold the  Lender  (which  for the  purposes  of this
paragraph shall include the present or future shareholder,  officers, directors,
employees,  representatives,  agents,  licensees  and  assigns  of  the  Lender)
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 Lender,  except to the
extent arising from the gross negligence or willful misconduct of the Lender.

     6.02. AMENDMENTS,  WAIVERS, ETC. No amendment or waiver of any provision in
the Loan  Documents  or consent to any  departure by the  Borrowers  there from,
shall be effective unless the same shall be in writing and signed by the Lender,
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 Lender to


                                       21
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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.

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

     6.04.  USURY.  If, at any time,  the rate of  interest,  together  with all
amounts which  constitute  interest and which are reserved,  charged or taken by
Lender 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  court of law,  governmental  agency or tribunal to exceed the maximum
rate of interest permitted to be charged by Lender 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


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rate of interest,  then this  Agreement  shall be governed by such new law as of
its effective date.

     6.05.  PAYMENT OF FEES AND EXPENSES.  Borrowers and the Guarantor shall pay
on demand all expenses of Lender in connection with the administration, default,
collection,  waiver or amendment of loan terms,  or in connection  with Lender's
exercise,  preservation or enforcement of any of its rights, remedies or options
hereunder,  including,  without limitation, fees of outside legal counsel or the
allocated costs of in-house 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.

     6.06.  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 Lender hereunder if, under the
laws  applicable  to it, the Lender may  charge or collect  such  interest  at a
higher rate than is permissible under the laws of said State.



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

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

     6.9.  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.

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

     6.11. 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.



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     6.12. DISCLOSURE. The Lender is hereby authorized to disclose any financial
or other  information  it may have about the  Borrowers or the  Guarantor to any
present or future participant or prospective participant, any regulatory body or
agency having  jurisdiction  over the Lender,  or to any successor to all or any
part of the Lender's interest herein.

     6.13. WAIVER OF TRIAL BY JURY. BORROWERS, THE GUARANTOR AND LENDER 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 LENDER 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 LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD


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<PAGE>

NOT, IN THE EVENT OF  LITIGATION,  SEEK TO ENFORCE THE  FOREGOING  WAIVER.  THIS
WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THIS AGREEMENT
AND MAKE THE LOAN.




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     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/ Lenard J Berger                  By:  /s/ Christopher J. Carey
-------------------------           --------------------------------------
Lenard Berger, Secretary            Christopher J. Carey, President



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


 /s/ Lenard J. Berger                 By:    /s/ Christopher J. Carey
-------------------------           ---------------------------------------
Lenard Berger, Secretary            Christopher J. Carey, President



Witnessed by:


/s/ Lenard J. Berger                  /s/ Christopher J. Carey
-------------------------           ---------------------------------------
Lenard Berger                       Christopher J. Carey, Guarantor





Attested by:                        CC Trust Fund



 /s/ Christopher J. Carey            By:    /s/ Mary W. Carey
-----------------------------        ----------------------------
Christopher J Carey                  Mary W. Carey, Trustee



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