CREATIVE VISTAS, INC. AND CERTAIN OF ITS SUBSIDIARIES
                            MASTER SECURITY AGREEMENT

To:   Laurus Master Fund, Ltd.
      c/o M&C Corporate Services Limited
      P.O. Box 309 GT
      Ugland House
      South Church Street
      George Town
      Grand Cayman, Cayman Islands

Date: September 30, 2004

To Whom It May Concern:

      1. To secure  the  payment  of all  Obligations  (as  hereafter  defined),
Creative Vistas, Inc., an Arizona corporation (the "Company"), each of the other
undersigned  parties  (other than Laurus Master Fund,  Ltd,  "Laurus")) and each
other entity that is required to enter into this Master Security Agreement (each
an "Assignor" and,  collectively,  the "Assignors") hereby assigns and grants to
Laurus a continuing security interest in all of the following property now owned
or at any time hereafter acquired by any Assignor,  or in which any Assignor now
have or at any time in the future may acquire any right,  title or interest (the
"Collateral"):  all  cash,  cash  equivalents,  accounts,  accounts  receivable,
deposit accounts (including, without limitation, (x) the Restricted Account (the
"Restricted  Account")  maintained  at North Fork Bank (Account  Name:  Creative
Vistas, Inc., Account Number:  2704053277) referred to in the Restricted Account
Agreement) and (y) any deposit accounts related to the lockbox maintained at the
Lockbox  Bank (as defined in the  Security  Agreement  referred to below) or any
other  financial   institution),   inventory,   equipment,   goods,   documents,
instruments (including, without limitation,  promissory notes), contract rights,
general intangibles (including,  without limitation,  payment intangibles and an
absolute  right to license  on terms no less  favorable  than  those  current in
effect among our affiliates), chattel paper, supporting obligations,  investment
property  (including,  without  limitation,  all equity  interests  owned by any
Assignor),   letter-of-credit   rights,   trademarks,   trademark  applications,
tradestyles,  patents, patent applications,  copyrights,  copyright applications
and other intellectual  property in which any Assignor now have or hereafter may
acquire  any  right,  title or  interest,  all  proceeds  and  products  thereof
(including,  without  limitation,  proceeds  of  insurance)  and all  additions,
accessions  and  substitutions  thereto or therefore.  In the event any Assignor
wishes to finance  the  acquisition  in the  ordinary  course of business of any
hereafter  acquired  equipment and have  obtained a commitment  from a financing
source to finance such equipment from an unrelated third party, Laurus agrees to
release its security interest on such hereafter  acquired  equipment so financed
by such third party financing source.  Except as otherwise  defined herein,  all
capitalized  terms used herein shall have the meaning provided such terms in the
Securities  Purchase  Agreement  referred  to below and the  Security  Agreement
referred to below, as applicable.
<PAGE>

      2. The term "Obligations" as used herein shall mean and include all debts,
liabilities and obligations  owing by each Assignor to Laurus arising under, out
of, or in connection with: (i) that certain Securities  Purchase Agreement dated
as of the date hereof by and  between  the  Company and Laurus (the  "Securities
Purchase  Agreement")  and  (ii)  the  Related  Agreements  referred  to in  the
Securities Purchase Agreement, (iii) that certain Security Agreement dated as of
the date hereof by and between the Company and Laurus (the "Security Agreement")
and (iv) the Ancillary  Agreements  referred to in the Security  Agreement  (the
Securities Purchase Agreement and each Related Agreement, the Security Agreement
and each  Ancillary  Agreement,  as each may be amended,  modified,  restated or
supplemented  from  time to time,  are  collectively  referred  to herein as the
"Documents"),  and in connection  with any documents,  instruments or agreements
relating to or executed  in  connection  with the  Documents  or any  documents,
instruments  or agreements  referred to therein or otherwise,  and in connection
with any other  indebtedness,  obligations  or  liabilities  of any  Assignor to
Laurus,  whether  now  existing  or  hereafter  arising,   direct  or  indirect,
liquidated or unliquidated,  absolute or contingent,  due or not due and whether
under,  pursuant to or evidenced by a note, agreement,  guaranty,  instrument or
otherwise, in each case, irrespective of the genuineness,  validity,  regularity
or enforceability of such  Obligations,  or of any instrument  evidencing any of
the  Obligations or of any collateral  therefor or of the existence or extent of
such collateral, and irrespective of the allowability, allowance or disallowance
of any or all of the  Obligations  in  any  case  commenced  by or  against  any
Assignor  under Title 11, United States Code,  the Bankruptcy and Insolvency Act
(Canada),  or the  Companies'  Creditors  Arrangement  Act (Canada),  including,
without   limitation,   obligations  or   indebtedness   of  each  Assignor  for
post-petition interest,  fees, costs and charges that would have accrued or been
added to the Obligations but for the commencement of such case.

      3. Each Assignor  hereby  jointly and severally  represents,  warrants and
covenants to Laurus that:

            (a) it is a corporation,  trust,  partnership  or limited  liability
      company,  as the case  may be,  validly  existing,  in good  standing  and
      organized or established  under the respective laws of its jurisdiction of
      organization  set forth on  Schedule  A, and each  Assignor  will  provide
      Laurus thirty (30) days' prior written  notice of any change in any of its
      respective jurisdiction of organization;

            (b) its legal name is as set forth in its respective  Certificate of
      Incorporation or other organizational  document (as applicable) as amended
      through  the  date  hereof  and as set  forth on  Schedule  A, and it will
      provide Laurus thirty (30) days' prior written notice of any change in its
      legal name;

            (c) its organizational  identification  number (if applicable) is as
      set forth on Schedule A hereto,  and it will  provide  Laurus  thirty (30)
      days'  prior  written  notice of any  change in any of its  organizational
      identification number;

            (d) it is the lawful owner of the  respective  Collateral and it has
      the sole right to grant a security  interest  therein  and will defend the
      Collateral against all claims and demands of all persons and entities;


                                       2
<PAGE>

            (e) it will  keep its  respective  Collateral  free and clear of all
      attachments,  levies, taxes, liens, security interests and encumbrances of
      every kind and nature  ("Encumbrances"),  except (i) Encumbrances securing
      the  Obligations,  (ii) to the  extent  said  Encumbrance  does not secure
      indebtedness  in excess of  $50,000  and such  Encumbrance  is  removed or
      otherwise  released within ten (10) days of the creation thereof and (iii)
      Permitted Liens (as defined in the Security Agreement);

            (f) it will, at its and the other  Assignors  joint and several cost
      and expense keep the Collateral in good state of repair (ordinary wear and
      tear  excepted) and will not waste or destroy the same or any part thereof
      other than ordinary course discarding of items no longer used or useful in
      its or such other Assignors' business;

            (g) it  will  not  without  Laurus'  prior  written  consent,  sell,
      exchange,  lease or otherwise dispose of the Collateral,  whether by sale,
      lease or  otherwise,  except  for the sale of  inventory  in the  ordinary
      course of business  and for the  disposition  or transfer in the  ordinary
      course of  business  during  any  fiscal  year of  obsolete  and  worn-out
      equipment or equipment no longer  necessary for its ongoing needs,  having
      an  aggregate  fair market  value of not more than $50,000 and only to the
      extent that:

                  (i) the proceeds of any such  disposition  are used to acquire
            replacement  Collateral  which is subject to Laurus' first  priority
            perfected security interest,  or are used to repay Obligations or to
            pay general corporate expenses; and

                  (ii)  following  the  occurrence  of an Event of Default which
            continues  to exist the  proceeds of which are remitted to Laurus to
            be held as cash collateral for the Obligations;

            (h) it will insure or cause the  Collateral to be insured in Laurus'
      name against loss or damage by fire, theft, burglary,  pilferage,  loss in
      transit  and such other  hazards as Laurus  shall  specify in amounts  and
      under policies by insurers  acceptable to Laurus and all premiums  thereon
      shall be paid by such  Assignor and the policies  delivered to Laurus.  If
      any such Assignor  fails to do so,  Laurus may procure such  insurance and
      the cost thereof shall be promptly  reimbursed by the  Assignors,  jointly
      and severally, and shall constitute Obligations;

            (i)  it  will  at all  reasonable  times  allow  Laurus  or  Laurus'
      representatives  free  access  to  and  the  right  of  inspection  of the
      Collateral;

            (j) such Assignor  (jointly and severally with each other  Assignor)
      hereby indemnifies and saves Laurus harmless from all loss, costs, damage,
      liability  and/or  expense,  including  reasonable  attorneys'  fees, that
      Laurus may sustain or incur to enforce payment, performance or fulfillment
      of  any of the  Obligations  and/or  in the  enforcement  of  this  Master
      Security  Agreement  or in the  prosecution  or  defense  of any action or
      proceeding  either  against  Laurus or any Assignor  concerning any matter
      growing  out of or in  connection  with this  Master  Security  Agreement,
      and/or any of the Obligations  and/or any of the Collateral  except to the
      extent caused by Laurus' own gross  negligence or willful  misconduct  (as
      determined  by  a  court  of  competent   jurisdiction   in  a  final  and
      nonappealable decision).


                                       3
<PAGE>

      4. The  occurrence  of any of the  following  events or  conditions  shall
constitute an "Event of Default" under this Master Security Agreement:

            (a) any  covenant,  warranty,  representation  or statement  made or
      furnished  to Laurus  by the  Assignor  or on the  Assignor's  behalf  was
      breached in any  material  respect or false in any  material  respect when
      made or furnished,  as the case may be, and, in the case of a covenant, if
      subject to cure, shall not be cured for a period of fifteen (15) days;

      (b) the loss, theft, substantial damage, destruction,  sale or encumbrance
      to or of  any of the  Collateral  (other  than  to  the  extent  otherwise
      permitted  hereunder)  or the making of any levy,  seizure  or  attachment
      thereof or thereon except to the extent:

                  (i) such loss is covered by insurance  proceeds which are used
            to replace the item or repay Laurus; or

                  (ii)  said  levy,   seizure  or  attachment  does  not  secure
            indebtedness  in  excess  of  $100,000  and such  levy,  seizure  or
            attachment  has not been  removed or otherwise  released  within ten
            (10) days of the creation or the assertion thereof;

            (b) any Assignor shall become insolvent, cease operations, dissolve,
      terminate our business  existence,  make an assignment  for the benefit of
      creditors,  suffer the appointment of a receiver,  trustee,  liquidator or
      custodian of all or any part of Assignors' property;

            (c) any proceedings  under any bankruptcy or insolvency law shall be
      commenced  by or against any Assignor  which,  in the case of a proceeding
      commenced against any such Assignor,  remains  undismissed for a period of
      60 days;

            (d) the  Company  shall  repudiate,  purport  to  revoke  or fail to
      perform any or all of its  obligations  under any Note  (after  passage of
      applicable cure period, if any); or

            (e) an Event of Default shall have occurred  under and as defined in
      any Document.

      5. Upon the  occurrence of any Event of Default and the  expiration of any
applicable  grace periods,  and at any time  thereafter,  Laurus may declare all
Obligations  immediately due and payable and Laurus shall have the remedies of a
secured party provided in the Uniform  Commercial Code as in effect in the State
of New York, the Personal  Property Security Act as in effect in the Province of
Ontario,  or any  other  applicable  federal  or  provincial  personal  property
security act, this  Agreement and other  applicable  law. Upon the occurrence of
any Event of Default and at any time  thereafter,  Laurus will have the right to
take  possession  of the  Collateral  and to  maintain  such  possession  on our
premises or to remove the  Collateral or any part thereof to such other premises
as Laurus may desire. Upon Laurus' request, each of the Assignors shall assemble
or cause the  Collateral  to be  assembled  and make it available to Laurus at a
place designated by Laurus.  If any notification of intended  disposition of any
Collateral is required by law,  such  notification,  if mailed,  shall be deemed
properly  and  reasonably  given if mailed at least  ten (10) days  before  such
disposition,   postage  prepaid,  addressed  to  any  Assignor  either  at  such
Assignor's  address shown herein or at any address  appearing on Laurus' records
for such  Assignor.  Any proceeds of any  disposition  of any of the  Collateral
shall be applied by Laurus to the payment of all expenses in connection with the
sale of the  Collateral,  including  reasonable  attorneys' fees and other legal
expenses and  disbursements  and the  reasonable  expense of retaking,  holding,
preparing for sale, selling,  and the like, and any balance of such proceeds may
be applied  by Laurus  toward the  payment of the  Obligations  in such order of
application  as Laurus  may  elect,  and each  Assignor  shall be liable for any
deficiency.  For the avoidance of doubt, following the occurrence and during the
continuance  of an Event of Default,  after any  applicable  cure period  Laurus
shall have the immediate  right to withdraw any and all monies  contained in the
Restricted Account or any other deposit accounts in the name of the Assignor and
controlled by Laurus and apply same to the repayment of the Obligations (in such
order of application as Laurus may elect).


                                       4
<PAGE>

      6. If any Assignor  defaults in the  performance  or fulfillment of any of
the terms,  conditions,  promises,  covenants,  provisions or warranties on such
Assignor's  part to be performed  or fulfilled  under or pursuant to this Master
Security  Agreement,  Laurus  may,  at its option  without  waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any time  thereafter and without notice to any Assignor,  perform or fulfill the
same or cause the  performance or  fulfillment  of the same for each  Assignor's
joint and several  account  and at each  Assignor's  joint and several  cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall be added to the  Obligations  and shall be payable on demand with interest
thereon at the highest rate permitted by law, or, at Laurus' option,  debited by
Laurus from the Restricted  Account or any other deposit accounts in the name of
the Assignor and controlled by Laurus.

      7. Each Assignor appoints Laurus,  any of Laurus'  officers,  employees or
any other person or entity whom Laurus may designate as our attorney, with power
(i)  following  the  occurrence  of an Event of Default  and any notice and cure
provisions, and only during the continuance of such Event of Default, to execute
such documents in each of our behalf and to supply any omitted  information  and
correct  patent  errors in any  documents  executed  by any  Assignor  or on any
Assignor's  behalf.  (ii) to file financing  statements  against us covering the
Collateral (and, in connection with the filing of any such financing statements,
describe the  Collateral as "all assets and all personal  property,  whether now
owned  and/or  hereafter  acquired"  (or  any  substantially  similar  variation
thereof));  (iii) following the occurrence of an Event of Default and any notice
and cure  provisions,  and only during the continuance of such Event of Default,
to sign our name on public records;  and (iv) to do all other things Laurus deem
necessary to carry out this Master  Security  Agreement.  Each  Assignor  hereby
ratifies  and  approves  all acts of the  attorney  and  neither  Laurus nor the
attorney  will be liable for any acts of  commission  or  omission,  nor for any
error of  judgment  or mistake of fact or law other  than  gross  negligence  or
willful  misconduct  (as  determined by a court of competent  jurisdiction  in a
final and non-appealable  decision).  This power being coupled with an interest,
is irrevocable so long as any Obligations remains unpaid.


                                       5
<PAGE>

No delay or failure on Laurus' part in exercising any right, privilege or option
hereunder  shall  operate as a waiver of such or of any other right,  privilege,
remedy or  option,  and no waiver  whatever  shall be valid  unless in  writing,
signed by Laurus and then only to the extent therein set forth, and no waiver by
Laurus of any default  shall  operate as a waiver of any other default or of the
same default on a future occasion.  Laurus' books and records containing entries
with respect to the Obligations shall be admissible in evidence in any action or
proceeding,  shall be binding upon each Assignor for the purpose of establishing
the items  therein set forth and shall  constitute  prima  facie proof  thereof.
Laurus shall have the right to enforce any one or more of the remedies available
to Laurus,  successively,  alternately or concurrently.  Each Assignor agrees to
join with Laurus in executing  financing  statements or other instruments to the
extent required by the Uniform  Commercial  Code in form  satisfactory to Laurus
and in  executing  such other  documents  or  instruments  as may be required or
deemed  necessary  by Laurus for purposes of  affecting  or  continuing  Laurus'
security  interest in the  Collateral.  Without  limiting the foregoing,  if any
Assignor  defaults  in the  performance  or  fulfillment  of  any of the  terms,
conditions,  promises,  covenants,  provisions or warranties on such  Assignor's
part to be  performed  or  fulfilled  under or pursuant to this Master  Security
Agreement,  Laurus may appoint or reappoint by instrument in writing, any person
or  persons,  whether an officer or officers or any  employee  or  employees  of
Laurus or not, to be a receiver or receivers  (hereinafter  called a "Receiver",
which  term when used  herein  shall  include a  receiver  and  manager)  of any
Collateral of Company or any Assignor (including any interest, income or profits
therefrom)  and may remove any  Receiver so  appointed  and  appoint  another in
his/her stead.  Any such Receiver shall, so far as concerns  responsibility  for
his/her acts,  be deemed the agent of such  Assignor and not Laurus,  and Laurus
shall  not be in any way  responsible  for  any  misconduct,  negligence  or non
feasance  on  the  part  of any  such  Receiver,  his/her  servants,  agents  or
employees.  Subject to the provisions of the instrument  appointing him/her, any
such Receiver  shall have power to take  possession of  Collateral,  to preserve
Collateral or its value, to carry on or concur in carrying on all or any part of
the business of such Assignor and to sell,  lease,  license or otherwise dispose
of  or  concur  in  selling,  leasing,   licensing  or  otherwise  disposing  of
Collateral.  To facilitate the foregoing  powers,  any such Receiver may, to the
exclusion  of all  others,  including  Laurus,  enter  upon,  use and occupy all
premises  owned or occupied such  Assignor  wherein  Collateral  may be located,
maintain  Collateral upon such premises,  borrow money on a secured or unsecured
basis and use Collateral  directly in carrying on such Assignor's business or as
security  for  loans  or  advances  to  enable  the  Receiver  to  carry on such
Assignor's  business or otherwise,  as such Receiver  shall,  in its discretion,
determine.  Except as may be  otherwise  directed  by Laurus,  all  proceeds  of
Collateral  received  from time to time by such Receiver in carrying out his/her
appointment  shall be received in trust for and paid over to Laurus.  Every such
Receiver  may,  in the  discretion  of Laurus  be vested  with all or any of the
rights and powers of Laurus.  Laurus may,  either directly or through its agents
or nominees, exercise any or all powers and rights given to a Receiver by virtue
of the foregoing provisions of this paragraph.

      8. This Master  Security  Agreement  shall be governed by and construed in
accordance  with the laws of the  State of New  York and  cannot  be  terminated
orally. All of the rights, remedies,  options, privileges and elections given to
Laurus  hereunder shall inure to the benefit of Laurus'  successors and assigns.
The term  "Laurus" as herein used shall include  Laurus,  any parent of Laurus',
any of Laurus'  subsidiaries and any co-subsidiaries of Laurus' parent,  whether
now existing or hereafter created or acquired, and all of the terms, conditions,
promises, covenants,  provisions and warranties of this Agreement shall inure to
the  benefit  of each of the  foregoing,  and  shall  bind the  representatives,
successors  and assigns of each  Assignor.  Laurus and each Assignor  hereby (a)
waive  any and all  right  to  trial  by jury  in  litigation  relating  to this
Agreement and the transactions  contemplated hereby and each Assignor agrees not
to assert any  counterclaim in such  litigation,  (b) submit to the nonexclusive
jurisdiction  of any New York State court  sitting in the borough of  Manhattan,
the city of New York or the Ontario  Superior  Court of  Justice,  as Laurus may
elect in its sole discretion and (c) waive any objection Laurus or each Assignor
may have as to the bringing or maintaining of such action with any such court.


                                       6
<PAGE>

      9. It is  understood  and agreed that any person or entity that desires to
become an Assignor  hereunder,  or is required to execute a counterpart  of this
Master Security  Agreement after the date hereof pursuant to the requirements of
any  Document,  shall become an Assignor  hereunder  by (x)  executing a Joinder
Agreement  in  form  and  substance   satisfactory  to  Laurus,  (y)  delivering
supplements  to such  exhibits  and annexes to such  Documents  as Laurus  shall
reasonably  request and (z) taking all actions as specified in this Agreement as
would have been taken by such  Assignor  had it been an  original  party to this
Agreement,  in each case with all  documents  required  above to be delivered to
Laurus and with all  documents  and  actions  required  above to be taken to the
reasonable satisfaction of Laurus.

      10. All notices from Laurus to any Assignor shall be sufficiently given if
mailed or delivered to such Assignor's address set forth below.

                                          Very truly yours,

                                          CREATIVE VISTAS, INC.


                                          By: /s/ Sayan Navaratnam
                                             -----------------------------------
                                          Name:  Sayan Navaratnam
                                          Title: CEO
                                          Address:

                                          A.C. TECHNICAL SYSTEMS LTD.


                                          By:/s/ Dominic Burns
                                             -----------------------------------
                                          Name:  Dominic Burns
                                          Title: President
                                          Address:


                                       7
<PAGE>

                                          A.C. TECHNICAL ACQUISTION CORP.


                                          By: /s/ Sayan Navaratnam
                                             -----------------------------------
                                          Name:  Sayan Navaratnam
                                          Title: CEO
                                          Address:


                                       8
<PAGE>

                                          ACKNOWLEDGED:

                                          LAURUS MASTER FUND, LTD.


                                          By: /s/ David Grin
                                             -----------------------------------
                                          Name:  David Grin
                                          Title:
                                          Address:


                                       9
<PAGE>

                                   SCHEDULE A

      Entity            Jurisdiction of Organization
                        Organization Identification

      Number
      [Assignors]


                                       10