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EXHIBIT 10.23


                               SECURITY AGREEMENT

SECURITY   AGREEMENT  made  as  of  September  30,  2002,   between   STRONGHOLD
TECHNOLOGIES,  INC., a New Jersey  Corporation (the "Debtor") with its principal
office at 777 Terrace Avenue,  Hasbrouck Heights,  NJ 07604 and UNITEDTRUST BANK
(the "Bank"), with an office at 1130 Route 22 East, P.O. Box 6000,  Bridgewater,
NJ 08807.

1. Grant of Security Interest.  To induce the making and continuation of all the
Debtor's  present and future  liabilities to the Bank under any promissory note,
guaranty or other obligation to the Bank and to secure all of those obligations,
whether direct or indirect, absolute or contingent,  joint or several, presently
existing or hereafter  incurred (the  "Obligations") the Debtor hereby grants to
the Bank a continuing first lien security interest in all of the Debtor's right,
title and interest in and to the following described property (together with all
accessions  and additions  thereto,  substitutions  therefore,  and proceeds and
products thereof, being called the "Collateral"):

(a) all machinery, furniture, fixtures, equipment and other personal property of
the Debtor, now existing and hereafter acquired;

(b) all work in process,  goods,  materials  and  inventory  of the Debtor,  now
existing and hereafter acquired;

all accounts, claims for monies due and other accounts receivable of the Debtor,
now existing and hereafter arising;

all general intangibles, copyrights, trademarks, patents, licenses, and
franchises of the Debtor, now existing and hereafter arising;

(e)  all  documents,  instruments,   investment  property,  chattel  paper,  and
promissory notes of the Debtor, now existing and hereafter acquired; and

(f) all other  tangible and  intangible  property and assets of the Debtor,  now
existing and hereafter acquired.

All  terms  in this  paragraph  1 shall  include,  but not be  limited  to,  any
definitions  thereof contained in the New Jersey Uniform Commercial Code, as the
same may be amended,  from time to time.

2. Nature of Use. The Debtor represents and warrants that:

(c)

(d)

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(a) it is the owner of the Collateral  and has title thereto,  free and clear of
all security interests, liens and encumbrances;

(b) the Collateral is used or bought for use primarily in business;

(c) if the Collateral is being acquired with the proceeds of a loan, the Bank is
authorized  to disburse the  proceeds of the loan  directly to the seller of the
Collateral; and

(d) if the Collateral consists of goods which are or are to become fixtures, the
description  of the real  property to which the goods are  attached or are to be
attached, and the name of the owner of such real property (if different from the
Debtor), are as follows:

3.  Location  of  Collateral.  The Debtor  represents  that the place  where the
Collateral  will  be  kept is the  same  place  as  stated  at the  head of this
agreement or the  Borrower's  offices in  Virginia,  located at 46040 Center Oak
Plaza, Suite 160, Sterling, VA 20166.. The Debtor will notify the Bank promptly,
of any change in such location(s).

4. Covenants. So long as any of the Obligations remain unpaid, the Debtor agrees
to:

(a)  keep  the  Collateral  free  from  all  security   interests,   liens,  and
encumbrances other than those granted to the Bank;

(b) keep the Collateral insured, at its own cost and expense, naming the Bank as
an insured,  under a lender's loss payable  endorsement  (or in any other manner
designated  by the Bank) , in such  amounts,  with  such  insurers,  under  such
endorsements,  and against such risks as may be acceptable to the Bank,  and, on
request, to deliver the policies evidencing such insurance to the Bank;

(c)  execute all  documents  requested  by the Bank to perfect or  preserve  the
Bank's  security  interest in the Collateral (and authorizes the Bank to execute
any such  documents  as its  attorney-in-fact)  and pay the cost of filing  such
documents;

(d) maintain such records and information with respect to the Collateral and its
financial condition and operations, as the Bank may, from time to time, require,
and allow the Bank to inspect such records and  information and supply copies of
such records and information to the Bank; and

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(e)  immediately  inform  the Bank of any  change  in its  name,  ownership,  or
business structure.

If the Debtor fails to keep the Collateral  insured as provided  herein or fails
to pay any tax upon or other charge or claim  against the  Collateral,  the Bank
may,  in  addition to any other  remedy it may have  (under  this  agreement  or
otherwise)  pay the cost of such  insurance  or the  amount of such  tax,  other
charge or claim,  and the amount so paid,  together with interest at the highest
rate of interest then allowable on the Obligations secured hereby, shall be paid
to the Bank by the Debtor upon demand,  and, until so paid, shall be a liability
of the Debtor secured by this Agreement.

5. Default. If:

(a) the Debtor or other  obligor  of any  Obligation  secured by this  agreement
defaults in the payment of any  Obligation  or other  liability  now existing or
hereafter arising, to the Bank or any third party;

(b) a default shall occur under the terms of any note, guaranty,  loan agreement
or any other document which evidences or secures any Obligation  secured by this
agreement;

(c) a petition in  bankruptcy is filed by or against the Debtor or other obligor
of any Obligation secured by this agreement;

(d) a receiver is appointed for the Debtor;

(e) the Debtor makes an assignment for the benefit of creditors;

(f) the Debtor becomes a party to any proceeding for an adjustment,  settlement,
arrangement, extension or composition of, or other relief from, its debts;

(g) there is a breach of any  representation,  warranty,  covenant or  agreement
made herein by the Debtor;

(h) the  Debtor  has  misrepresented  any  material  fact  herein or has made or
hereafter makes such  misrepresentation  in any statement to the Bank, or in any
writing supplemental or ancillary hereto; or

(i) any event  occurs  which,  in the Bank's  absolute  discretion,  impairs the
financial  responsibility  or  condition  of  the  Debtor  or the  value  of the
Collateral or the Bank's security interest therein;

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then,  in any such event  (each,  an "Event of  Default"),  the Bank may, at its
option,  declare all Obligations secured hereby immediately due and payable, and
the Bank may require the Debtor to assemble the Collateral and make it available
to the  Bank at a place  which  is  reasonably  convenient  to the  Bank and the
Debtor. In addition,  the Bank shall have, and may exercise,  all the rights and
remedies conferred upon secured parties by the Uniform Commercial Code and other
applicable  laws.  The Debtor hereby  irrevocable  appoints the Bank as Debtor's
attorney-in-fact,  with full  authority  in the place and stead of Debtor and in
the name of Debtor or otherwise,  upon the occurrence of an Event of Default, to
take any action and to execute any  instrument  that the Bank may deem necessary
or advisable to accomplish the purposes of this  Agreement,  including,  without
limitation:  (a) to assign,  pledge,  convey or otherwise  transfer  title in or
dispose of the  Collateral to any third person,  and (b) to file any claims,  to
take any action or institute any  proceedings  which the Bank may deem necessary
or  desirable  to  enforce  the  rights of the Bank with  respect  to any of the
Collateral.

6.  Notification  of  Obligors.  At any time,  prior to or after  default by the
Debtor,  the  Bank may  notify  the  obligors  on any of the  Collateral  of the
existence of its security  interest and direct them to make payments directly to
the Bank. The Debtor,  at the request of the Bank,  shall also take such actions
and hold any sums received from such obligors in trust for the Bank.  Until such
time as the Bank elects to exercise such rights,  the Debtor is  authorized,  as
agent of the Bank, to collect and enforce those obligations.

7. Duties with respect to Collateral. The Bank shall have no duty to:

(a)  collect,  preserve,  protect,  insure  or care  for the  Collateral  or any
proceeds thereof;

(b) preserve rights of the Debtor or others;

(c) realize on the Collateral or any proceeds; or

(d) marshal the assets of the Debtor.

8. Costs of Enforcement.  The Bank's  reasonable  expenses of realizing upon the
Collateral,  including  attorneys'  fees,  shall  be  paid  by the  Debtor.  Any
notification  of a sale or  other  disposition  of the  Collateral  (or of other
action by the Bank)  required  to be given by the Bank,  will be  sufficient  if
given  personally or mailed by certified mail, not less than five (5) days prior
to the day on which  such  sale or  other  disposition  will be  made,  and such
notification shall be deemed reasonable notice.

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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.  This Security  Agreement  replaces and
supercedes the  Commercial  Security  Agreement  dated June 30, 2002 between the
Debtor and the Bank and the Commercial Security Agreement dated November 1, 2001
between the Debtor's predecessor entity and the Bank.

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

Attest:                                 Stronghold Technologies, Inc., a
                                        New Jersey 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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