LOAN AGREEMENT



THIS LOAN AGREEMENT (this "Agreement") is entered into on December 29, 2000,
between ELYSIO CAPITAL CORP., a Delaware corporation ("Elysio") and NET MASTER
CONSULTANTS, INC., a Texas corporation ("Net Master").



BACKGROUND



A.     On or about September 26, 2000,
Net Master, Smart Card Technologies Co. Ltd., a Japanese limited liability
company ("SCT"), and the shareholders of SCT (the "SCT Shareholders") entered
into a letter of intent (the "SCT Letter of Intent") for the acquisition of 100%
of the issued and outstanding shares of SCT (the "SCT Shares") by Net Master in
exchange for shares of Net Master common stock (the "SCT Acquisition").

B.     The SCT Letter of Intent
contemplates that certain interim loans will be made to Net Master pending the
closing on the SCT Acquisition (the "SCT Bridge Loan") and Net Master has
entered into or accepted a Loan Agreement, Promissory Note, Security Agreement,
Stock Pledge and Security Agreement and Escrow Agreement with SCT, the SCT
Shareholders and certain other parties to evidence the SCT Bridge Loan (the "SCT
Bridge Loan Documents").

C.     On or about October 10, 2000,
Net Master and Elysio entered into a letter of intent (the "Elysio Letter of
Intent") for the merger of Net Master and Elysio (the "Merger"), subject to Net
Master consummating the SCT Acquisition, and the raising of certain funds by
Elysio through the sale of Elysio securities the proceeds of which will be
advanced to Net Master for purposes of the SCT Bridge Loan and the payment of
certain expenses of Net Master and transaction costs of the SCT Acquisition.



D.     Elysio has agreed to make a
loan to Net Master on the terms and conditions of this Agreement.



NOW THEREFORE, for and in consideration of the premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:



1.1     Note. Following
execution and delivery of this Agreement, Elysio will make a loan to Net Master
in the aggregate amount of up to US$3,000,000 (the "Loan"). The Loan will be
evidenced by a Promissory Note of even date herewith from Net Master in favor of
Elysio in the form of Exhibit A attached hereto (the "Note"). The Loan is
not a revolving line of credit; advances may not be repaid and re-advanced.

1.2     Interest. The Loan will
bear interest at 6.15% per annum and interest will accrue until the maturity
date of the Loan and will be payable on the maturity date. Interest will be
calculated based on the basis of three hundred sixty (360) days per year and the
actual number of days that principal is advanced and outstanding under the
Loan.

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1.3     Security for Loan. The
Loan will be secured by all of Net Master's right, title and interest in (i) the
SCT Letter of Intent, any acquisition agreement subsequently signed with SCT,
(ii) the SCT Bridge Loan Documents and (iii) any collateral or assets pledged by
SCT and the SCT Shareholders thereunder, pursuant to a Security Agreement of
even date herewith substantially in the form of Exhibit B attached hereto
(the "Security Agreement").

1.4     Term; Advancing
Schedule. It is intended that the Loan will be funded in three advances on
the following schedule:

(a)     Up to US$680,000 not later
than December 31, 2000;



(b)     and the balance as may be
mutually agreed in the future.

From time to time during the term of the Note, Net Master may
request funds under the Loan by providing Elysio with a written funding request
(each, a "Funding Request") specifying the amount of funds requested by Net
Master. Each Funding Request will include reasonable detail on Net Master's use
of the requested funds consistent with Net Master's business plan as approved by
Elysio. It is understood that Net Master will make a Funding Request upon its
receipt of a funding request from SCT under the SCT Bridge Loan. Within 15 days
of Elysio's receipt of a Funding Request and Elysio's approval of same, Elysio
will wire transfer, at Net Master's expense, the funds requested in the Funding
Request to an account designated by Net Master or to other payees (including
SCT) designated by Net Master in the Funding Request.



1.5     Conditions Precedent to Any
Advance. In addition to all other conditions of this Agreement, the
following are conditions precedent to any additional advance hereunder (except
to the extent waived by Elysio, and any such conditions waived by Elysio may be
reimposed as a condition of subsequent advances):

(a)     Elysio has received fully
executed originals of this Agreement, the Note, the Security Agreement and any
other documents evidencing or securing the Loan all in form and substance
satisfactory to Elysio (collectively, the "Documents").



(b)     All representations and
warranties made by Net Master or other parties (other than Elysio) in the
Documents must be true and correct on and as of the date of making the advance
as though such representations and warranties were made anew on such date.



(c)     There must not have occurred
and be continuing any event, condition, or circumstances which, with notice
and/or the passage of time, would constitute a breach in any material respect of
any representation, covenant, or warranty by Net Master or other party or a
default under any of the Documents.



(d)     A Funding Request for such
amount has been submitted by Net Master and approved by Elysio.

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1.6     Use of Proceeds. The
proceeds of the Loan may only be used by Net Master to fulfill its funding
obligations under the SCT Bridge Loan and to pay existing liabilities and
accounts payable and for transaction costs in connection with completing the SCT
Acquisition and the Merger all as approved by Elysio.

1.7     Repayment of Loan.
Unless earlier accelerated under the terms of the Note or this Agreement, the
Loan will be due on December 31, 2001. The parties acknowledge that if the
Merger is consummated the Loan will extinguished by operation of law. The Loan
may be prepaid by Net Master at any time without penalty.

1.8     Elysio's Records
Conclusive. Absent manifest error, the records of Elysio with respect to
amounts advanced or owing under the Loan will be conclusive.

Section 2.    
 Representations and Warranties; Covenants. Net Master makes the
following representations, warranties and covenants to Elysio:

2.1     Organization and Good
Standing. Net Master is a corporation duly organized and validly existing
under the State of Texas, with all requisite power and authority to own, operate
and lease its properties and to carry on its business as it is now being
conducted. Net Master is qualified and in good standing to do business in all
jurisdictions where its business or ownership of property or assets requires
such qualification unless the failure to be so qualified will not have a
material adverse effect on the business or operations of Net Master.



2.2     Authority. Net Master
has all requisite power and authority to execute and deliver this Agreement and
any other Documents, and to perform its obligations thereunder and to consummate
the transactions contemplated thereby. The execution and delivery of each of the
Documents by Net Master and the consummation by Net Master of the transactions
contemplated thereby have been duly authorized by its board of directors and no
other company or shareholder proceedings on the part of Net Master are necessary
to authorize such Documents or to consummate the transactions contemplated
thereby. This Agreement has been, and the other Documents when executed and
delivered by Net Master as contemplated by this Agreement, will be duly executed
and delivered by Net Master and this Agreement is and the other Documents
contemplated hereby will be valid and binding obligations of Net Master.



2.3     Actions and
Proceedings. There is no claim, charge, arbitration, grievance, action,
suit, investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending or threatened
against Net Master or any subsidiary of Net Master, or which involved any of the
business, or the properties or assets of Net Master or any subsidiary of Net
Master, that, if adversely resolved or determined, would have a material adverse
effect on Net Master.



2.4     Conduct of Business. So
long as any amounts are due or outstanding under the Note, Net Master will (a)
conduct its business only in a normal and ordinary course and in substantially
the same manner as historically conducted, (b) use its best efforts to preserve
intact the business organization and goodwill of Net Master, (c) keep Elysio
advised of significant developments in its business and of any significant
decisions concerning the operation of its business, (d) not make any dividend or
other unusual distributions of any kind to its shareholders or issue any
additional equity securities, (e) not make any change to or enter into any
material agreements or incur any material liabilities without Elysio's consent,
(f) not pay any

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bonuses or increases in compensation to any director, officer
or (except in the ordinary course of business) any employee; and (g) not incur
any additional indebtedness (other than trade payables in the ordinary course),
without Elysio's consent.



2.5     Notice of Material Adverse
Effect. Net Master will give Elysio immediate notice of any event that has a
material adverse effect on the business or financial condition of Net
Master.



2.6     Additional
Documentation. During the term of the Loan, Net Master will provide Elysio
with such additional documentation and information as reasonably requested by
Elysio, including annual reports, audited accounts, monthly financial statements
and cash forecasts of Net Master and documentation or information relating to
SCT and the SCT Acquisition.



2.7     Additional Security. In
the event that Net Master acquires any subsidiary or ownership participation
following the date of this Agreement, Net Master will deliver to Elysio a stock
pledge and security agreement pledging Net Master's ownership interest in such
subsidiary or participation as additional security for the Loan, which agreement
will be in form and substance reasonably satisfactory to Elysio, together with
original stock certificates or other evidence of Net Master's ownership of such
newly acquired subsidiary or participation, duly endorsed for transfer.





3.1     Events of Default. Each
of the following constitutes an Event of Default under this Agreement:

(a)     Failure of Net Master to pay
any amounts due under the Note on the date such amounts are due; or



(b)     Failure of Net Master or any
other party thereto (other than Elysio) to perform or observe any term,
condition, covenant, warranty, agreement or other provision contained in this
Agreement or any other Document, within fifteen (15) days after receipt of
notice from Elysio specifying such failure, provided that if Net Master or such
other party has promptly initiated efforts to cure such failure and diligently
pursues such cure, it will have thirty (30) days to accomplish such cure; or



(c)     Discovery that any
representation or warranty made or deemed made by Net Master or any other party
thereto (other than Elysio) in this Agreement or any statement or representation
made in any certificate, report or opinion delivered pursuant to this Agreement
or any other Document or in connection with any borrowing under this Agreement
was materially untrue or is breached in any material respect; or



(d)     Net Master makes an assignment
for the benefit of creditors, files a petition in bankruptcy, petitions or
applies to any tribunal for any receiver or any trustee of Net Master or any
substantial part of its property, or commences any proceeding relating to Net
Master under any reorganization, arrangement,

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readjustments of debt, dissolution or liquidation law or
statute of any jurisdiction, whether now or hereafter in effect; or



(e)     The filing of a bankruptcy or
insolvency or similar proceeding petition or the commencement of any proceeding
against Net Master seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, or, the appointment of any trustee, receiver
or liquidator of Net Master or of all or any substantial part of the properties
of Net Master, which proceeding or appointment is not dismissed or vacated
within sixty (60) days.

3.2     Remedies upon Default.
Upon the occurrence of an Event of Default, the following provisions will be
applicable:

(a)     Elysio, at its option, may
terminate its obligation to make additional advances under this Agreement and
otherwise terminate this Agreement; and



(b)     Elysio may declare the Loan
immediately due and payable and may exercise all of its rights and remedies
against Net Master and any other obligor of the Loan, as provided in the Note,
the Documents and by law.

Section
4.     Miscellaneous.



4.1     Modification and
Waiver. No modification or waiver of any provision of the Note, this
Agreement or the other Documents and no consent by a party to any departure
therefrom by the other party will be effective unless such modification or
waiver is in writing and signed by the parties. No notice to or demand on a
party in any case entitles that party to any other or further notice or demand
in similar or other circumstances. No failure or delay by a party in exercising
any right, power or privilege hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies of each party contained in this Agreement are cumulative and
not exclusive of any rights or remedies otherwise provided by law.



4.2     Notices. All notices,
requests, demands or other communications provided for in this Agreement and the
other Documents must be in writing and delivered by recognized international
express courier that provides receipt of delivery or sent by fax with electronic
confirmation of receipt to the parties at the following addresses:



If to Elysio:

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If to Net Master:

Any notice, request, demand or other communication delivered or sent in the
foregoing manner will be deemed given or made (as the case may be) upon the
earliest of (a) the date it is actually received or (b) the second business day
after the day on which it is properly dispatched for international express
courier service.



4.3     Counterparts; Fax
Execution. This Agreement may be executed by the parties hereto individually
or in any combination, in one or more counterparts, each of which will be an
original and all of which together constitute one and the same agreement. This
Agreement may be executed by delivery of a signed signature page by fax.



4.4    Captions. The captions of the
various sections and paragraphs of this Agreement have been inserted only for
the purposes of convenience; such captions are not a part of this Agreement and
will not be deemed in any manner to modify, explain, enlarge or restrict any of
the provisions of this Agreement.



4.5     Survival of Agreements.
All agreements, representations and warranties made herein will survive the
delivery of this Agreement and the making and renewal of the Loan hereunder.



4.6     Successors and Assigns.
Other than as expressly contemplated by this Agreement or by operation of law
pursuant to the transactions contemplated in the Letter of Intent, this
Agreement may not be assigned by either party without the consent of the other
party. This Agreement will inure to the benefit of and bind the respective
parties hereto and their successors and permitted assigns.



4.7     Governing Law.
Notwithstanding the place of execution of this Agreement and the business
locations of the parties, the parties agree that this Agreement and the rights
and obligations of the parties hereunder will be construed and interpreted in
accordance with the laws of the State of Delaware, notwithstanding conflicts of
laws principles. The parties agree that any appropriate court located in
Delaware will have non-exclusive jurisdiction of any case or controversy arising
under or in connection with this Agreement and will be a proper forum in which
to adjudicate such case or controversy. The parties expressly consent to
personal jurisdiction and venue in such courts.



4.8     Entire Agreement. This
Agreement and the exhibits hereto and the Documents contain and constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior arrangements and understandings both written and oral,
express or implied, with respect thereto.

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4.9     Severability. Should
any provision of this Agreement, or any provision hereafter incorporated in this
Agreement, be invalid or unenforceable in whole or in part or subsequently lose
its validity or enforceability, or should this Agreement be found to be
incomplete, the balance of the provisions will in no way be affected thereby. In
lieu of the invalid or unenforceable provision, or in order to complete this
Agreement, the parties hereto will covenant such appropriate provisions as
correspond to the extent permitted by law, most closely to that which the
parties wanted, or according to the intent and purpose of this Agreement the
parties hereto would have wanted to covenant had they considered the particular
point.



4.10     Exhibits. The
following exhibits are attached to this Agreement and incorporated herein by
reference:

Exhibit A   Promissory NoteExhibit
B   Security Agreement





[Signatures on Following Page.]





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EXECUTED:

|    | ELYSIO CAPITAL CORP.        
|--- | ----------------------------
|    |                             
|By: | /s/ Altaf Nazerali          
|    |                             
|    | Altaf Nazerali              
|    | President                   
|    |                             
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|By: | /s/ Nora Coccaro            
|    | President                   

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PROMISSORY NOTE



December 29, 2000

$3,000,000U.S.

FOR VALUE RECEIVED, NET MASTER CONSULTANTS, INC., a Texas corporation
("Borrower"), promises to pay to the order of ELYSIO CAPITAL CORP., a Delaware
corporation, or its assignee ("Lender"), the sum of Three Million United States
Dollars (US$3,000,000), or so much thereof as is advanced, at such time and
together with interest thereon as provided below.



This Note is subject to the terms and conditions of, and Lender and Borrower are
entitled to the benefits of, the Loan Agreement of even date herewith between
Borrower and Lender (the "Loan Agreement"). This Note is secured by a Security
Agreement from Borrower in favor of Lender of event date herewith.



Interest will accrue on the outstanding principal amount of this Note at the
applicable federal (U.S.) rate of six and fifteen/hundredths percent (6.15%) per
annum from the date of advance thereof, and until all amounts outstanding under
this Note have been paid in full. Interest will be calculated on the basis of a
year consisting of 360 days and will be charged on the basis of the actual
number of calendar days that the principal amount advanced remained unpaid to
Lender.



All amounts owing under this Note are due on December 31, 2001 (the "Maturity
Date"). Overdue payments of any sums due under this Note will bear interest at
the rate of 15% per annum until paid. In addition, if this Note is not paid on
the Maturity Date, Lender will be entitled to collect a one-time late charge to
cover the increased costs of administering the Note in an amount equal to 2% of
the then outstanding principal amount of the Note.



All payments will be made in U.S. Dollars to Lender, without offset, at such
address as Lender may designate in writing to Borrower. All payments received
from Borrower will be applied first to interest (including default interest) to
the extent then accrued and unpaid, then to costs of collection, and then to
principal. The amount outstanding under this Note may be prepaid at any time,
and from time to time, by Borrower without notice, penalty or bonus.



Extension of time of payment of all or any part of the amount owing under this
Note at any time or times or failure of the holder of this Note to enforce any
of its rights or remedies under this Note or under any instrument securing this
Note or any releases or surrender of property will not release any party liable
for this Note and will not constitute a waiver of the rights of the holder to
enforce such rights and remedies thereafter. Borrower waives demand and
presentment for payment, notice of dishonor, notice of non-payment, protest and
notice of protest of this Note. Borrower agrees to pay all costs of collection
of this Note, including but not limited to, court costs and reasonable
attorneys' fees, whether or not suit is filed.



Time is of the essence of this Note.

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If
any provision in this Note is for any reason held by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision
of this Note.



This Note will be construed and enforced under the laws of the State of
Delaware.



Borrower has executed this instrument under seal as of the date above.

|    | NET MASTER CONSULTANTS, INC.
|--- | ----------------------------
|    |                             
|    |                             
|By: | /s/ Nora Coccaro            
|    |                             
|    | Nora Coccaro                
|    | President                   

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SECURITY AGREEMENT



THIS SECURITY AGREEMENT (this "Agreement") is made on December
29, 2000, by NET MASTER CONSULTANTS, INC., a Texas corporation ("Debtor"), in
favor of ELYSIO CAPITAL CORP., a Delaware corporation ("Secured Party").



BACKGROUND:



Secured Party has extended a loan (the "Loan") in the maximum
principal amount of $3,000,000 to Debtor pursuant to the terms and conditions of
a Loan Agreement of even date herewith between Secured Party and Debtor (the
"Loan Agreement") and as evidenced by a Promissory Note of even date herewith
from Debtor to Secured Party (the "Note"). To secure its obligations under the
Note, Debtor is required to deliver to Secured Party this Agreement.



NOW, THEREFORE, for and in consideration of the premises, the
direct benefits to be realized by Debtor from the Loan, the mutual covenants set
forth below, and other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, Debtor covenants and agrees with Secured
Party as follows:



STATEMENT OF TERMS:



1. Collateral. As used herein, the term
"Collateral" means all of Debtor's right, title and interest in and to the
following documents:



(a) the Letter of Intent dated on or about September 26, 2000
between Debtor, Smart Card Technologies Co., Ltd., a Japanese limited liability
company ("SCT"), and the shareholders of SCT relating to the proposed
acquisition of 100% of the capital stock of SCT by Debtor in exchange for shares
of Debtor's common stock (the "SCT Acquisition"), as such letter of intent may
be amended from time to time;



(b) any acquisition agreement documenting or evidencing the SCT
Acquisition and any agreements, certificate and documents ancillary thereto, as
the same may be amended from time to time;



(c) the Loan Agreement dated November 20, 2000 between Debtor
and SCT for a loan of up to US $2,500,000 (the "SCT Loan") from Debtor to SCT,
and all documents evidencing, securing or otherwise relating to the SCT Loan or
the collateral pledge to secure repayment of the SCT Loan, as the same may be
amended, modified, renewed or extended from time to time.



2. Security Interest. Debtor hereby grants to
Secured Party a security interest in the Collateral, as security for full and
punctual payment of any and all sums, when due and payable, under the Note and
any other indebtedness of Debtor to Secured Party, whether now existing or
hereafter incurred (collectively, the "Indebtedness") and the prompt performance
of the covenants contained herein and in the Note and the Loan Agreement. The
security interest so granted to Secured Party will at all times be a first,
valid and continuing security interest in the Collateral, subject to any
preceding security interests created under law.

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3. Debtor's Representations, Warranties and
Covenants. Debtor represents, warrants and covenants to Lender as
follows:



(a) Corporate Organization and Good Standing. Debtor is
a corporation duly organized, validly existing under the laws of the State of
Texas, with all requisite corporate power and authority to own, operate and
lease its properties and to carry on its business as it is now being conducted.
Debtor is qualified and in good standing to do business in all jurisdictions
where its business or ownership or leasing of property or assets requires such
qualification except where the failure to be so qualified will not result in a
material adverse effect to the business and operations of Debtor.



(b) Authority. Debtor has all requisite power and
authority to execute and deliver this Agreement and any other documents,
agreements and instruments to be executed in connection with the consummation of
the transactions contemplated by this Agreement, including the Note
(collectively, the "Loan Documents") and to perform its obligations thereunder
and to consummate the transactions contemplated thereby. The execution and
delivery of each of the Loan Documents by Debtor and the consummation by Debtor
of the transactions contemplated thereby have been duly authorized by its board
of directors and no other corporate or shareholder proceedings on the part of
Debtor are necessary to authorize such Loan Documents or to consummate the
transactions contemplated thereby. This Agreement has been, and the other Loan
Documents when executed and delivered by Debtor contemplated by this Agreement
will be, duly executed and delivered by Debtor and this Agreement is, and the
other Loan Documents when executed and delivered by Debtor as contemplated
hereby will be, valid and binding obligations of Debtor.



(c) Actions and Proceedings. There is no claim, charge,
arbitration, grievance, action, suit, investigation or proceeding by or before
any court, arbiter, administrative agency or other governmental authority now
pending or threatened against Debtor, or which involves any of the business, or
the properties or assets of Debtor that, if adversely resolved or determined,
would have a material adverse effect on Debtor.



(d) Performance. Debtor will perform and comply with all
covenants and conditions on its part to be performed or complied with under this
Agreement, or otherwise applicable to it as provided in the Note.



(e) Ownership and Maintenance of Collateral. Debtor now
owns and has good title to the Collateral and will maintain the Collateral free
from all liens, claims, attachments, executions, sequestrations and encumbrances
except: (i) liens for taxes, assessments and governmental charges not due
and payable or which are being contested in good faith by Debtor; and (ii) the
security interest created by this Agreement. Debtor will take all actions that
are necessary or desirable to keep and maintain the Collateral in good
condition.



(f) Perfection of Security Interest; Further Assurances.
Debtor will take such reasonable steps, as and when requested by Secured Party,
to perfect and maintain Secured Party's security interest in the Collateral,
including, without limitation, executing

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financing statements and paying the costs of filing same,
whenever Secured Party deems such filing appropriate.



(g) No Transfer or Assignment of Collateral. Debtor will
take all actions necessary or desirable to keep and maintain the Collateral in
good condition, and will not transfer or assign any interest thereto, whether by
license, collateral assignment or absolute assignment, without Secured Party's
prior written consent, which may be withheld in Secured Party's sole and
absolute discretion.



(h) Secured Party's Costs. Debtor will pay all costs
necessary to obtain, preserve, perfect, defend, enforce and collect the security
interests represented by this Agreement, collect the Indebtedness, and preserve,
defend and enforce the Collateral, including but not limited to taxes,
assessments, reasonable attorneys' fees and legal expenses, storage costs and
expenses of sales. Whether the Collateral is or is not in Secured Party's
possession, and without any obligation to do so and without waiving Debtor's
default for failure to make any such payment, Secured Party at its option may
pay any such costs and expenses or discharge encumbrances on the Collateral, and
such payment or payments shall be a part of the Obligation. Debtor agrees to
reimburse Secured Party promptly upon demand for any costs so incurred.



(i) Information and Inspection. Debtor will (i) furnish
Secured Party any financial statements of Debtor or reports to Debtor by
accountants or others pertaining to Debtor's business and any information with
respect to the Collateral promptly upon request by Secured Party; (ii) allow
Secured Party to inspect the Collateral, at any time and wherever located, and
to inspect and copy, or furnish Secured Party with copies of, all records
relating to the Collateral and the Obligation; (iii) furnish Secured Party such
information as Secured Party may request to identify general intangibles
included in the Collateral, at the time and in the form requested by Secured
Party; and (iv) deliver upon request to Secured Party shipping and delivery
receipts evidencing the shipment of goods and invoices evidencing the receipt
of, and the payment for inventory in Collateral.



(j) Collateral Records. Debtor at all times will
maintain complete and accurate books and records covering the Collateral, and
Secured Party is hereby given the right to audit Debtor's books and records
relating to the Collateral at any time and from time to time. Debtor will
disclose to Secured Party all agreements modifying any patent, general
intangible, account, chattel paper or instrument included in the
Collateral.



(k) Change of Name. Without the written consent of
Secured Party, Debtor will not change its name.



(l) Power of Attorney. Debtor hereby appoints Secured
Party as Debtor's attorney-in-fact with full power in Debtor's name and behalf
to do every act which Debtor is obligated to do or may be required to do under
this Agreement; however, nothing in this paragraph shall be construed to
obligate Secured Party to take any action hereunder. The power of attorney
hereby created is a power coupled with an interest, and shall be
irrevocable.

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4. Events of Default; Secured Party's
Remedies.



(a) Events of Default. Any of the following events
constitute an event of default ("Event of Default") under this Agreement:



(i) Debtor fails to pay, when due and payable, any of the
Indebtedness and such failure continues for a period of fifteen business days
after written notice of such failure to Debtor by Secured Party; or



(ii) Debtor fails to perform or comply with any non-monetary
covenant on its part to be performed or complied with under the Note or this
Agreement or any other agreement between Debtor and Lender and any such failure
continues for a period of ten days after written notice of such failure is given
to Debtor by Secured Party.



(b) Secured Party's Remedies. Upon the happening of an
Event of Default, Secured Party, at its election, may: (i) declare all
Indebtedness immediately due; and (ii) exercise any or all rights of a secured
party in respect of the Collateral as provided for under applicable law. Secured
Party's rights and remedies under this Agreement will be cumulative, and may be
exercised singularly or concurrently. Debtor will pay upon demand all costs and
expenses incurred by Secured Party in enforcing this Agreement and in realizing
upon, or exercising any rights in respect of, the Collateral, including, without
limitation, reasonable attorneys' fees. Upon Debtor's failure to perform any of
its obligations under this Agreement, Secured Party may, but will not be
required to, perform any such obligation; the expense of such performance to be
paid by Debtor to Secured Party upon demand and the payment of which will be
secured by this Agreement.



(c) Right of Secured Party to Notify Debtors. At any
time following an Event of Default, Secured Party may notify persons obligated
on any Collateral to make payments directly to Secured Party and Secured Party
may take control of all proceeds of any Collateral. Until Secured Party elects
to exercise such rights, Debtor, as agent of Secured Party, will collect and
enforce all payments owed on Collateral.



5. Other Provisions.



(a) Upon (i) full payment of the Indebtedness (if no Event of
Default then exists under this Agreement or the Note) or (ii) the consummation
of the transactions contemplated by the Letter of Intent (as defined in the Loan
Agreement), Secured Party's security interest in the Collateral will terminate,
and Secured Party will execute and deliver to Debtor such documents as may be
reasonably required to evidence such termination, including appropriate
termination statements.



(b) No modification, waiver, release, or amendment of any
provision of this Agreement will be effected, except pursuant to a writing
notice signed by Debtor and Secured Party.



(c) No delay or omission by Secured Party in exercising any of
Secured Party's rights and remedies under this Agreement will operate as a
waiver thereof or of any other right or remedy of Secured Party.

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(d) Other than as expressly provided in the Loan Agreement or
by operation of law pursuant to the transactions contemplated in the Letter of
Intent (as defined in the Loan Agreement), this Agreement may not be assigned by
either party without the consent of the other party. This Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. The terms "Secured Party" and "Debtor", respectively, as
used herein, will include any successor in interest of any such party.



(e) All notices, requests, demands or other communications
provided for in this Agreement and the other Documents must be in writing and
delivered by recognized international express courier who provides receipt of
delivery or sent by fax with electronic confirmation of receipt to the parties
at the following addresses:



If to Secured Party:



If to Debtor:

Any notice, request, demand or other communication delivered or
sent in the foregoing manner will be deemed given or made (as the case may be)
upon the earliest of (i) the date it is actually received or (ii) the second
business day after the day on which it is properly dispatched for international
express courier service.



(f) Notwithstanding the place of execution of this Agreement
and the business locations of the parties, the parties agree that this Agreement
and the rights and obligations of the parties hereunder will be construed and
interpreted in accordance with the laws of the State of Delaware,
notwithstanding conflicts of laws principles. The parties agree that any
appropriate court located in Delaware will have non-exclusive jurisdiction of
any case or controversy arising under or in connection with this Agreement and
will be a proper forum in which to adjudicate such case or controversy. The
parties expressly consent to personal jurisdiction and venue in such
courts.



[Signatures on Following Page.]



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EXECUTED:

|    | ELYSIO CAPITAL CORP.        
|--- | ----------------------------
|    |                             
|By: | /s/ Altaf Nazerali          
|    |                             
|    | Altaf Nazerali              
|    | President                   
|    |                             
|    |                             
|    | NET MASTER CONSULTANTS, INC.
|    |                             
|By: | /s/ Nora Coccaro            
|    | President                   

---