Exhibit 10.8

                               SECURITY AGREEMENT

     SECURITY  AGREEMENT  dated  as  of January 13,2005, by and between National
Parking  Systems, Inc., a Nevada corporation ("NPS"), ABS Holding Company, Inc.,
a  Nevada corporation ("ABS") and BH Holding Company, Inc., a Nevada corporation
(BH,  and, together with ABS and NPS, jointly and severally, the "Borrower", and
                                                                  --------
sometimes  collectively  referred  to  herein  as  the  "Grantor"),  and  Hyde
                                                         -------
Investments,  Ltd.  ("Lender"),  in  connection with that certain Senior Secured
Convertible  Debenture, dated as of the date hereof (the "Debenture"), and as to
any  and  all future loans or advances made by Lender to Borrower, as such loans
and  loan agreements may be amended, modified or supplemented from time to time,
between  the  Grantor  and  the  Lender, or any other obligations of Borrower to
Lender  (collectively,  the  "Loans").  Capitalized  terms not otherwise defined
herein  shall  have  the  meaning  set  forth  in  that  certain  Senior Secured
Convertible  Debenture  dated  as  of  October  15,  2004.

     The  parties  acknowledge  the  following  facts  and  circumstances:

     The  Lender has agreed to extend the Loans to the Borrower pursuant to, and
subject  to  the  terms  and  conditions  of, certain agreements, including this
Security  Agreement,  the  Debenture, and such other agreements and documents as
may  relate  to  any  present  or  future  loans,  as all such agreements may be
amended,  modified or supplemented from time to time (the "Loan Documents"). The
obligation  of  the  Lender  to  extend such Loans is and was conditioned on the
execution  and  delivery  by  the  Grantor  of  a  security  agreement in a form
consistent  herewith  to  secure  the  Obligations.

     Accordingly,  the  Grantor  and  the  Lender  hereby  agree  as  follows:

1.   Definitions of Terms Used Herein. As used herein, the following terms shall
     --------------------------------
have  the  following  meanings:

     (a)  "Accounts  Receivable"  means  (i)  all  of  the Grantor's present and
           --------------------
future  accounts,  general  intangibles,  chattel paper and instruments, as such
terms  are  defined  in the Uniform Commercial Code, (ii) all moneys, securities
and  other  property and the proceeds thereof, now or hereafter held or received
by,  or  in  transit  to,  the  Lender  from  or  for  the  Grantor, whether for
safekeeping,  pledge, custody, transmission, collection or otherwise, and all of
the  deposits  (general  or  special) of the Grantor, balances, sums and credits
with,  and  all of the Grantor's claims against the Lender at any time existing,
(iii)  all  of the Grantor's right, title and interest, and all of the Grantor's
rights,  remedies,  security  and  Liens,  in, to and in respect of any accounts
receivable,  including,  without  limitation,  rights  of  stoppage  in transit,
replevin,  repossession  and  reclamation  and  other  rights and remedies of an
unpaid  vendor,  lienor  or  secured  party,  guaranties  or  other contracts of
suretyship  with  respect to accounts receivable, deposits or other security for
the  obligation  of any account debtor, and credit and other insurance, (iv) all
of  the  Grantor's  right, title and interest in, to and in respect of all goods
relating  to, or which by sale have resulted in, accounts receivable, including,
without  limitation,  all  goods  described  in  invoices  or other documents or
instruments  with  respect  to,  or  otherwise  representing  or evidencing, any
account  receivable,  and  all returned, reclaimed or repossessed goods, (v) any
other  right  to  payment  for  goods  sold,  leased or licensed or for services
rendered,  whether  or  not it has been earned by performance, whether billed or
unbilled,  and  whether  or  not  it is evidenced by any Contract, (vi) any note
receivable,  and  (vii)  any other receivable or right to payment of any nature.

<PAGE>

     (b)  "Borrower  Companies"  means the Borrower, and all subsidiaries of the
           -------------------
Borrower  or  any  of  its  subsidiaries.

     (c)  "Cash" means any cash on hand, cash in bank or other accounts, readily
           ----
marketable  securities,  and  other cash-equivalent liquid assets of any nature.

     (d)  "Collateral"  means  all  (i)  Cash,  (ii)  Accounts Receivable, (iii)
           ----------
Documents,  (iv)  Equipment,  (v) General Intangibles, (vi) Inventory, (vii) all
right,  title  and  interest  in  any  and  all  assets, (viii) all Intellectual
Property  Rights,  (viii)  all  capital  stock  of any of the Borrower Companies
beneficially  owned  by  such  Borrower  Company,  and  (ix)  Proceeds.

     (e)  "Contract"  means any written or oral contract, agreement, instrument,
           --------
order,  arrangement,  commitment or understanding of any nature, including sales
orders,  purchase  orders,  leases,  subleases,  data  processing  agreements,
maintenance  agreements,  license  agreements,  sublicense  agreements,  loan
agreements,  promissory  notes,  security  agreements, pledge agreements, deeds,
mortgages,  guaranties,  indemnities,  warranties,  employment  agreements,
consulting  agreements,  sales  representative  agreements,  joint  venture
agreements,  buy-sell  agreements,  options  or  warrants.

     (f)  "Documents"  means  all instruments, files, records, ledger sheets and
           ---------
documents  covering  or  relating  to  any  of  the  Collateral.

     (g)  "Equipment" means all of the Grantor's machinery, equipment, vehicles,
           ---------
furniture  and  fixtures  and  all attachments, accessories and equipment now or
hereafter  owned  or  acquired  in  the Grantor's business or used in connection
therewith,  and  all  substitutions  and replacements thereof, wherever located,
whether  now  owned  or  hereafter  acquired  by  the  Grantor.

     (h)  "Financial Obligations" means any debt, liability or obligation of any
           ---------------------
nature,  whether  secured,  unsecured,  recourse,  no  recourse,  liquidated,
unliquidated,  accrued, absolute, fixed, contingent, ascertained, unascertained,
known,  unknown  or  otherwise.

     (i)  "General  Intangibles"  means  all of the Grantor's present and future
           --------------------
general  intangibles  of  every  kind  and  description,  including  (without
limitation)  Intellectual  Property  Rights, patents, patent applications, trade
names  and  trademarks  and  the  goodwill  of  the business symbolized thereby,
Federal, State and local tax refund claims of all kinds; and all contract rights
of  the  Grantor,  including,  without  limitation,  the  Contracts.

<PAGE>

     (j)  "Intellectual  Property  Rights"  shall  mean all rights and interests
           ------------------------------
(throughout  the  universe, in all media, now existing or created in the future,
and  for  the  entire duration of such rights) arising under statutory or common
law,  contract,  license  or otherwise, and whether or not perfected, including,
without  limitation all: (i) copyrights, and all registrations, applications for
registration  and  licenses  therefore,  together with ancillary rights thereto;
(ii)  trademarks,  trade  names,  service  marks,  service  names, domain names,
published  telephone numbers, logos, slogans and any abbreviations or variations
thereto,  and  all  registrations,  applications  for  registration and licenses
therefore,  and  any  attendant  goodwill  together  with  all  ancillary rights
thereto; (iii) issued or pending patents and all registrations, applications for
registration,  reissues,  divisions,  continuations,  continuations-in-part,
renewals  and  extensions  thereof  and  licenses  therefore,  together with all
ancillary  rights  thereto;  (iv)  trade  secrets  and  know-how,  designs,
improvements,  formulae, discoveries, inventions, concepts, ideas, scientific or
other  technical  information  and  procedures,  legal,  financial  or  business
affairs,  markets,  products,  key  personnel, suppliers, customers, prospective
customers,  policies or operational methods, plans for future development, other
information  possessed  which  is  not  readily available to the public, and all
copies  of  the  foregoing,  regardless  of form; (v) the Software; and (vi) all
contracts  with  government  or  commercial  agencies and all licenses, permits,
filings,  authorizations,  approvals,  or  indicia  of  authority  issued by any
government  branch,  department,  commission,  board,  bureau,  agency  or other
instrumentality  of  the  United  States, any foreign government or any state of
political  subdivision  thereof.

     (k)  "Inventory" means all of the Grantor's raw materials, work in process,
           ---------
finished  goods  and all other inventory (as such term is defined in the Uniform
Commercial  Code),  whether  now  owned or hereafter acquired, and all wrapping,
packaging,  advertising  and  shipping  materials,  and  any  documents relating
thereto.

     (l)  "Obligations"  mean all obligations of Borrower to Lender or any other
           -----------
party  under  the Loan Documents, including, without limitation, (a) the due and
punctual payment of the principal of and interest on the Loans, when and as due,
whether  at maturity, by acceleration, upon one or more dates set for prepayment
or  otherwise and (b) the due and punctual performance of all obligations of the
Grantor  at  any  time  and  from  time to time under any of the Loan Documents.

     (m)  "Proceeds"  means  any consideration received from the sale, exchange,
          ----------
lease  or  other  disposition  of  any  asset  or  property  which  constitutes
Collateral,  any  other value received as a consequence of the possession of any
Collateral  and  any payment received from any insurer or other person or entity
as  a  result of the destruction, loss, theft or other involuntary conversion of
whatever  nature of any asset or property that constitutes Collateral, and shall
include,  without  limitation,  all  cash and negotiable instruments received or
held  by  the  Lender pursuant to any lockbox or similar arrangement relating to
the  payment  of  Accounts  Receivable.

     (n)  "Software"  means any computer program, operating system, applications
           --------
system,  firmware  or  software  of  any  nature,  whether  operational,  under
development  or  inactive,  including  all HTML code, CGI scripts, Java applets,
digital  content,  programming,  documentation,  network  configurations,  a
reasonably  detailed  description of the process required to build such computer
software,  any  proprietary tools or files owned that are required to build such
computer  software,  as  well  as a description of all tools and files not owned
that  are  required  to  build  such  computer  software  and any modifications,
enhancements,  improvements,  updates,  upgrades,  new  releases,  revisions,
refinements  or  revisions  thereto,  whether  in  analog, digital, source code,
object  code,  or other form, in each case to the extent required for or used in
the  performance  of  the  business  as  conducted  in  the past or as currently
conducted,  object code, source code, databases, technical manuals, user manuals
and other documentation therefore, whether in machine-readable form, programming
language or any other language or symbols, and whether stored, encoded, recorded
or  written  on  disk,  tape,  film,  memory device, paper or other media of any
nature,  including,  without limitation, all software used in or with respect to
Borrowers  electronic  voting  system.

<PAGE>

2.   Security  Interests.  As  security  for  the payment or performance, as the
     -------------------
case  may  be, of the Obligations, the Grantor, and each of them, hereby creates
and grants to the Lender, its successors and its assigns, a security interest in
the  Collateral  (the "Security Interest").  Without limiting the foregoing, the
                       -----------------
Lender  is  hereby  authorized  to  file  one  or  more  financing  statements,
continuation  statements  or  other  documents  for  the  purpose of perfecting,
confirming,  continuing,  enforcing  or  protecting its Security Interest in the
Collateral,  naming  the Grantor as debtor and the Lender as secured party.  The
Grantor  agrees  at  all  times  to  keep  in all material respects accurate and
complete  accounting  records with respect to the Collateral, including, but not
limited  to,  a  record  of  all payments and Proceeds received.  Borrower shall
deliver  to  Lender, for the purpose of perfecting the Security Interest granted
hereby,  all  capital  stock  and other securities currently owned by any of the
Borrower  Companies,  and  shall deliver to Lender such documents, and take such
action,  as  is  or  may  in the future be required to continuously maintain and
perfect  the  Security  Interest  granted  in  this  Security  Agreement.

3.   Except  as  disclosed  in  its  filings  with  the  Securities and Exchange
Commission,  Borrower  represents  and warrants to Lender as of the date of this
Agreement,  and  covenants  with Lender, as set forth below in each provision of
this Section 3.  Any breach or failure of any of the representations, warranties
and  covenants  contained  in  this Agreement, as supplemented by the Borrower's
filings  with  the  Securities and Exchange Commission prior to the date hereof,
shall  be  a  breach  of  this  Security  Agreement  and  the  Loan  Documents.

     3.1     Organization.  Each of the Borrower Companies is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  Laws  of the
jurisdiction  of its organization.  Each of the Borrower Companies possesses the
full  power and authority to enter into and perform this Agreement.  Each of the
Borrower  Companies  possesses the full corporate power and authority to own its
Assets and to conduct its business as and where presently conducted. Each of the
Borrower  Companies  is  duly  qualified  or  registered  to do business in each
jurisdiction  where such qualification or registration is required by applicable
Law.

     3.2     Due  Authorization.  The  transactions contemplated hereby, as well
as  the  transactions  contemplated  in  the  Security  Agreement  and  the Loan
Documents  (the  "Transactions")  have  been  duly  authorized  by all necessary
corporate actions including actions by the Borrowers board of directors and does
not constitute a violation of or default under its articles of incorporation, or
bylaws (or similar organizational documents).  The Borrowers execution, delivery
and performance of this Agreement, and its consummation of the Transactions, (a)
do  not  constitute  a  default  or  breach  (immediately or after the giving of
notice, passage of time or both) under any Contract to which any of the Borrower
Companies  is a party or by which any of the Borrower Companies is bound, (b) do
not  constitute  a violation of any Law or Judgment that is applicable to any of
the  Borrower  Companies,  or  to  the business or Assets of any of the Borrower
Companies, or to the Transactions, (c) do not accelerate or otherwise modify any
Financial  Obligation of any of the Borrower Companies, (d) do not result in the
creation  of  any  Encumbrance upon, or give to any third party any interest in,
any  of  the business or Assets, or any of the capital stock of or interests in,
any of the Borrower Companies, and (e) do not require the Consent of any Person.
This  Agreement  constitutes  the  valid  and  legally  binding agreement of the
Borrower  enforceable  against  it  in  accordance with its terms, except to the
extent  that  its  enforceability  may  be  subject  to  applicable  bankruptcy,
insolvency,  reorganization  and  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  to  general  equitable  principles.

<PAGE>

     3.3     Compliance  with  Law.  The  operations  of  each  of  the Borrower
Companies, the conduct of the business of each of the Borrower Companies, as and
where  such  business  has  been  or  presently is conducted, and the ownership,
possession and use of the Assets of each of the Borrower Companies have complied
and  currently  do  comply  in  all  material respects with all applicable Laws.

     3.4     Assets.  Each of the Borrower Companies has good and valid title to
all of its respective Assets which are owned by it and has the right to transfer
all  rights,  title  and  interest  in  such  Assets,  free  and  clear  of  any
Encumbrance.

4.   Further  Assurances.  The  Grantor  agrees,  at  its  expense,  to execute,
     -------------------
acknowledge, deliver and cause to be duly filed all such further instruments and
documents  and  take  all  such  actions  as  the  Lender  may from time to time
reasonably  request for the assuring and preserving of the Security Interest and
the  rights  and  remedies  created  hereby,  including, without limitation, the
payment  of  any  fees  and  taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the filing
of  any  financing statements or other documents in connection herewith.  If any
amount  payable  under  or  in connection with any of the Collateral shall be or
become  evidenced  by  any  promissory  note  or  other instrument, such note or
instrument  shall be promptly pledged and delivered to the Lender, duly endorsed
in  a  manner satisfactory to the Lender.  The Grantor agrees to notify promptly
the  Lender  of any change in its corporate name or in the location of its chief
executive  office,  its chief place of business or the office where it keeps its
records  relating to the Accounts Receivable owned by it and the location of any
Equipment.  The  Grantor  agrees  promptly  to notify the Lender if any material
portion  of  the  Collateral  is  damaged  or  destroyed.

5.   Inspection and Verification.  The Lender and such persons as the Lender may
     ---------------------------
designate  shall  have  the  right,  at  any reasonable time or times during the
Grantor's  usual  business  hours,  and  upon  reasonable  notice  (which may be
telephonic), to inspect the Collateral owned by the Grantor, all records related
thereto  (and  to  make extracts and copies from such records), and the premises
upon which any such Collateral is located, to discuss the Grantor's affairs with
the  officers of the Grantor and its independent accountants and to verify under
reasonable  procedures  the  validity,  amount,  quality,  quantity,  value, and
condition of or any other matter relating to, such Collateral, including, in the
case  of  Accounts Receivable or Collateral in the possession of a third person,
contacting  account  debtors and upon the occurrence of an Event of Default or a
third  person  possessing  such  Collateral  for  the  purpose  of making such a
verification.

<PAGE>

6.   Taxes;  Encumbrances.  At  its  option,  the  Lender may discharge past due
     --------------------
taxes,  liens,  security  interests  or other encumbrances at any time levied or
placed on the Collateral and not permitted under the Loan Documents, and may pay
for  the  maintenance and preservation of the Collateral to the extent a Grantor
fails  to  do  so  as  required by the Loan Documents, and the Grantor agrees to
reimburse  the  Lender on demand for any payment made or any expense incurred by
it  pursuant  to the foregoing authorization; provided, however, that nothing in
                                              --------  -------
this Section 6 shall be interpreted as excusing the Grantor from the performance
of  any  covenants  or  other  promises  with  respect to taxes, liens, Security
Interests  or  other en-cumbrances and maintenance as set forth herein or in the
Loan  Documents.

7.   Representations and Warranties.  The Grantor represents and warrants to the
     ------------------------------
Lender  that:

     (a)  Title  and  Authority.  It  has  (i)  rights,  interest  in and to the
          ---------------------
Collateral  in  which  it is granting a security interest hereunder and (ii) the
requisite  power  and  authority to grant to the Lender the Security Interest in
such  Collateral  pursuant  hereto  and  to  execute,  deliver  and  perform its
obligations  in accordance with the terms of this Agreement, without the consent
or  approval  of  any  other person other than any consent or approval which has
been  obtained.

     (b)  Filing.  Fully  executed  Uniform Commercial Code financing statements
          ------
and  other  such  documents  as may be necessary containing a description of the
Collateral  shall  have been, or shall be delivered to the Lender in a form such
that  they  can  be,  filed  of record in every governmental, municipal or other
office  in  every jurisdiction in which any portion of the Collateral is located
necessary  to  publish  notice of and protect the validity of and to establish a
valid,  legal  and perfected security interest in favor of the Lender in respect
of the Collateral in which a security interest may be perfected by filing in the
United  States and its territories and possessions, and no further or subsequent
filing,  refiling,  recording,  rerecording,  registration  or reregistration is
necessary in any such jurisdiction, except as provided under applicable law with
respect  to  the  filing  of  Uniform  Commercial  Code continuation statements.

     (c)  Validity  of  Security  Interest.  The Security Interest constitutes a
          --------------------------------
valid,  legal  and  perfected  first  priority  security  interest in all of the
Collateral  for  payment  and  performance  of  the  Obligations.

     (d)  Information Regarding Names. It has disclosed in writing to the Lender
          ---------------------------
any  trade  names used to identify it in its business or in the ownership of its
properties.

     (e)  Survival  of  Representations  and Warranties. All representations and
          ---------------------------------------------
warranties  of  the  Grantor  contained  in  this  Agreement  shall  survive the
execution,  delivery  and performance of this Agreement until the termination of
this  Agreement.

<PAGE>

8.   Records of Accounts Receivable.  The Grantor shall keep or cause to be kept
     ------------------------------
records  of its Accounts Receivable which are accurate in all material respects.
In  addition,  the  Grantor  will provide the Lender with such further schedules
and/or  information  respecting  each  Account  Receivable  as  the  Lender  may
reasonably  require.

9.   Protection  of  Security.  The  Grantor shall, at its own cost and expense,
     ------------------------
take  any and all actions reasonably necessary to defend title to the Collateral
owned  by  it  against  all  persons  and to defend the Security Interest of the
Lender  in  such  Collateral,  and  the  priority  thereof,  against any adverse
mortgage,  pledge,  security  interest, Lien, charge or other encumbrance of any
nature  whatsoever.

10.  Continuing  Obligations of the Grantor.  The Grantor shall remain liable to
     --------------------------------------
observe  and  perform  all  the  conditions  and  obligations to be observed and
performed  by it under each contract, agreement, interest or obligation relating
to  the Collateral, all in accordance with the terms and conditions thereof, and
shall  indemnify and hold harmless the Lender from any and all such liabilities.

11.  Use  and  Disposition  of Collateral.  Without the prior written consent of
     ------------------------------------
Lender,  the Grantor shall not make nor permit to be made any assignment, pledge
or  hypothecation  of  the  Collateral,  or  grant  any security interest in the
Collateral  except  for  the  Security Interest.  The Grantor shall not make nor
permit  to  be  made  any  transfer  of  any Collateral, except Inventory in the
ordinary  course  of  business and as otherwise permitted by the Loan Documents,
and  the Grantor shall remain at all times in possession of the Collateral owned
by  it  other than transfers to the Lender pursuant to the provisions hereof and
as  otherwise  provided  in  this  Agreement  or  the  Loan  Documents.

12.  Limitation  on Modifications of Accounts Receivable.  The Grantor will not,
     ---------------------------------------------------
without  the  Lender's prior written consent, grant any extension of the time of
payment  of  any  of its Accounts Receivable, compromise, compound or settle the
same  for  less  than  the  full  amount thereof, release, wholly or partly, any
person  liable  for  the  payment  thereof,  or  allow  any  credit  or discount
whatsoever  thereon  other  than  extensions, credits, discounts, compromises or
settlements  granted  or  made  in  the  ordinary  course  of  business.

<PAGE>

13.  Collections.
     -----------

     (a)  The Grantor shall have the right to collect its Accounts Receivable in
the  ordinary  course  of  its  business.  During the continuance of an Event of
Default  and  at the request of Lender in its sole discretion, the Grantor shall
(i) arrange for remittances on any of its Account Receivable to be made directly
to  lockboxes  or  blocked  accounts  designated  by the Lender or in such other
manner as the Lender may direct, and (ii) promptly deposit all payments received
by  the  Grantor on account of Accounts Receivable, whether in the form of cash,
checks,  notes,  drafts, bills of exchange, money orders or otherwise, in one or
more  accounts designated by the Lender in precisely the form received (but with
any endorsements of the Grantor necessary for deposit or collection), subject to
withdrawal  by  the  Lender  only,  as  hereinafter provided, and until they are
deposited,  shall  be  deemed  to be held in trust by the Grantor for and as the
Lender's  property  and  shall not be commingled with the Grantor's other funds.

     (b)  Upon the occurrence and during the continuance of an Event of Default,
the  Lender  shall  have the right, as the true and lawful agent of the Grantor,
with  power  of  substitution  for  the  Grantor  and in the Grantor's name, the
Lender's  name  or  otherwise,  for  the  use  and  benefit of the Lender (i) to
receive,  endorse, assign and/or deliver any and all notes, acceptances, checks,
drafts, money orders or other evidences of payment relating to the Collateral or
any  part thereof; (ii) to demand, collect, receive payment of, give receipt for
and  give discharges and releases of all or any of the Collateral; (iii) to sign
the  name of the Grantor on any invoice or bill of lading relating to any of the
Collateral;  (iv)  to send verifications of Accounts Receivable to any customer;
(v)  to  commence and prosecute any and all suits, actions or proceedings at law
or  in  equity  in  any  court of competent jurisdiction to collect or otherwise
realize  on  all or any of the Collateral or to enforce any rights in respect of
any  Collateral;  (vi)  to  settle,  compromise,  compound, adjust or defend any
actions,  suits  or  proceedings  relating to or pertaining to all or any of the
Collateral;  (vii)  to  notify, or to require the Grantor to notify, the account
debtors  obligated  on  any  or  all  of the Accounts Receivable to make payment
thereof  directly  to  the  Lender;  and  (viii) to use, sell, assign, transfer,
pledge,  make any agreement with respect to or otherwise deal with all or any of
the  Collateral,  and to do all other acts and things necessary to carry out the
purposes  of  this  Agreement, as fully and completely as though the Lender were
the  absolute  owner of the Collateral for all purposes; provided, however, that
                                                         --------  -------
nothing  herein  contained  shall  be  construed  as requiring or obligating the
Lender  to  make  any  commitment  or  to  make  any inquiry as to the nature or
sufficiency  of  any  payment  received  by the Lender or to present or file any
claim  or  notice,  or  to take any action with respect to the Collateral or any
part  thereof  or  the  moneys  due  or  to become due in respect thereof or any
property  covered  thereby,  and  no action taken by the Lender or omitted to be
taken  with respect to the Collateral or any part thereof shall give rise to any
defense,  counterclaim  or  offset  in  favor  of the Grantor or to any claim or
action  against  the  Lender  in  the absence of the gross negligence or willful
misconduct  of  the Lender.  It is understood and agreed that the appointment of
the  Lender as the agent of the Grantor for the purposes set forth above in this
Section  14  is  coupled with an interest and is irrevocable.  The provisions of
this  Section 14 shall in no event relieve the Grantor of any of its obligations
hereunder or under the Loan Documents with respect to the Collateral or any part
thereof  or  impose  any  obligation  on the Lender to proceed in any particular
manner  with  respect to the Collateral or any part thereof, or in any way limit
the  exercise  by  the Lender of any other or further right which it may have on
the  date  of  this  Agreement  or  hereafter,  whether  hereunder  or by law or
otherwise.

<PAGE>

14.  Remedies  upon  Default.  Upon the occurrence and during the continuance of
     -----------------------
an  Event  of  Default, the Grantor agrees to deliver each item of Collateral to
the  Lender  on demand, and it is agreed that the Lender shall have the right to
take any or all of the following actions at the same or different times: with or
without  legal  process  and  with  or  without  previous  notice  or demand for
performance,  to  take  possession  of  the Collateral and without liability for
trespass  (except  for  actual damage caused by the Lender's gross negligence or
willful  misconduct)  to  enter any premises where the Collateral may be located
for  the  purpose  of  taking  possession  of  or  removing  the Collateral and,
generally, to exercise any and all rights afforded to a secured party under, and
subject  to  its  obligations  contained  in,  the Uniform Commercial Code as in
effect  in  California  or any other applicable state law.  Without limiting the
generality  of  the foregoing, the Grantor agrees that the Lender shall have the
right,  subject  to  the  mandatory  requirements  of applicable law, to sell or
otherwise  dispose  of  all  or any part of the Collateral, at public or private
sale  or  at  any  broker's  board or on any securities exchange, for cash, upon
credit  or  for future delivery as the Lender shall deem appropriate.  Each such
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of the Grantor, and the Grantor hereby waives (to the
extent  permitted by law) all rights of redemption, stay and appraisal which the
Grantor  now  has or may at any time in the future have under any rule of law or
statute  now existing or hereafter enacted. Without limiting the foregoing, upon
the  occurrence  and  during the continuance of an Event of Default, immediately
upon  Lenders  demand Grantor shall transfer all Cash, including but not limited
to  all  proceeds  of  Collateral,  to  Lender,  and shall execute all documents
reasonably  requested  by Lender to effectuate an assignment of all of Grantor's
deposit  accounts  and  account  balances  to  Lender  at  any and all financial
institutions  at  which  such  deposits  exist  at  the  time  of  such  demand.

15.  The  Lender shall give the Grantor ten (10) days' written notice (which the
Grantor  agrees is reasonable notice) of the Lender's intention to make any sale
of  Collateral.  Such notice, in the case of a public sale, shall state the time
and  place  for such sale and, in the case of a sale at a broker's board or on a
securities  exchange, shall state the board or exchange at which such sale is to
be  made  and the day on which the Collateral, or portion thereof, will first be
offered  for sale at such board or exchange.  Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as  the  Lender  may  fix and state in the notice (if any) of such sale.  At any
such sale, the Collateral, or portion thereof, to be sold may be sold in one lot
as  an  entirety  or  in  separate  parcels,  as the Lender may (in its sole and
absolute  discretion)  determine.  The Lender shall not be obligated to make any
sale  of  any  Collateral  if it shall determine not to do so, regardless of the
fact  that  notice of sale of such Collateral shall have been given.  The Lender
may,  without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place
fixed  for  sale, and such sale may, without further notice, be made at the time
and  place  to  which the same was so adjourned.  In case any sale of all or any
part  of the Collateral is made on credit or for future delivery, the Collateral
so  sold  may  be  retained  by  the  Lender until the sale price is paid by the
purchaser or purchasers thereof, but the Lender shall not incur any liability in
case  any  such  purchaser  or  purchasers shall fail to take up and pay for the
Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like notice. At any public sale made pursuant to this Section 15, the
Lender  may  bid for or purchase, free (to the extent permitted by law) from any
right  of  redemption,  stay  or  appraisal on the part of the Grantor (all said
rights  being  also  hereby waived and released to the extent permitted by law),
with  respect  to  the  Collateral  or any part thereof offered for sale and the
Lender  may  make  payment  on  account  thereof by using any claim then due and
payable  to  the Lender from the Grantor as a credit against the purchase price,
and  the  Lender  may,  upon compliance with the terms of sale, hold, retain and
dispose  of  such  property  without  further  accountability  to  the  Grantor
therefore.  For  purposes hereof, a written agreement to purchase the Collateral
or  any  portion thereof shall be treated as a sale thereof; the Lender shall be
free  to  carry  out  such sale and purchase pursuant to such agreement, and the
Grantor  shall  not  be  entitled to the return of the Collateral or any portion
thereof  subject  thereto,  notwithstanding the fact that after the Lender shall
have  entered  into  such  an  agreement  all  Events of Default shall have been
remedied  and the Obligations paid in full.  As an alternative to exercising the
power  of  sale  herein  conferred  upon it, the Lender may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the Collateral
or  any  portion  thereof  pursuant to a judgment or decree of a court or courts
having  competent  jurisdiction or pursuant to a proceeding by a court-appointed
receiver.

<PAGE>

16.   Application  of  Proceeds.  The  proceeds  of  any  collection  or sale of
     -------------------------
Collateral,  as  well  as any Collateral consisting of cash, shall be applied by
the  Lender  as  follows:

     (a)  FIRST, to the payment of all reasonable costs and expenses incurred by
the Lender in connection with such collection or sale or otherwise in connection
with  this  Agreement  or any of the Obligations, including, but not limited to,
all  court  costs  and  the reasonable fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Lender hereunder on behalf of
the  Grantor  and  any other reasonable costs or expenses incurred in connection
with  the  exercise  of  any  right  or  remedy  hereunder;

     (b)  SECOND, to the payment in full of principal and interest in respect of
the  Loan  then  outstanding;

     (c)  THIRD,  to  the  payment  in full of all Obligations (other than those
referred  to  above)  owed  to  the  Lender;  and

     (d)  FOURTH,  to  the Grantor, its successors and assigns, or as a court of
competent  jurisdiction  may  otherwise  direct.

17.  Upon  any  sale  of  the  Collateral  by  the  Lender  (including,  without
limitation,  pursuant  to a power of sale granted by statute or under a judicial
proceeding),  the  receipt of the Lender or of the officer making the sale shall
be  a  sufficient  discharge to the purchaser or purchasers of the Collateral so
sold  and  such  purchaser  or  purchasers  shall not be obligated to see to the
application  of  any  part of the purchase money paid over to the Lender or such
officer  or  be  answerable  in  any  way  for  the  misapplication  thereof.

<PAGE>

18.  Locations  of  Collateral;  Place  of  Business.
     -----------------------------------------------

     (a)  The  Grantor hereby represents and warrants that all the Collateral is
located  in  Georgia.  The  Grantor  agrees  not  to  establish, or permit to be
established,  any  other  location  for  Collateral unless all filings under the
Uniform  Commercial  Code  as  in  effect  in  any  state or otherwise which are
required  by this Agreement or the Loan Documents to be made with respect to the
Collateral have been made in any state in which any portion of the Collateral is
located, and the Lender has a valid, legal and perfected first priority security
interest  in  the  Collateral  wherever  located.

     (b)  The  Grantor  agrees  not  to  change,  or  permit  to be changed, the
location  of  its  chief  executive  office unless all filings under the Uniform
Commercial  Code  or  otherwise which are required by this Agreement or the Loan
Documents  to  be  made  have  been  made  and the Lender has a valid, legal and
perfected  first  priority  security  interest.

19.  Security  Interest  Absolute.  All  rights  of  the  Lender  hereunder, the
     ----------------------------
Security  Interest,  and  all  obligations  of  the  Grantor hereunder, shall be
absolute  and  unconditional  irrespective  of  (i)  any  lack  of  validity  or
enforceability of the Loan Documents, any other agreement with respect to any of
the  Obligations  or  any  other  agreement or instrument relating to any of the
foregoing, (ii) any change in the time, manner or place of payment of, or in any
other  term  of, all or any of the Obligations, or any other amendment or waiver
of  or  consent to any departure from the Loan Documents, or any other agreement
or  instrument,  (iii)  any  exchange,  release  or  nonperfection  of any other
Collateral,  or any release or amendment or waiver of or consent to or departure
from  any  guarantee,  for  all  or  any  of  the Obligations, or (iv) any other
circumstance  which  might  otherwise  constitute  a  defense  available  to, or
discharge  of, the Grantor or any other obligor in respect of the Obligations or
in  respect  of  this  Agreement.

20.  No  Waiver.  No failure on the part of the Lender to exercise, and no delay
     ----------
in  exercising,  any  right, power or remedy hereunder shall operate as a waiver
thereof,  nor  shall  any single or partial exercise of any such right, power or
remedy  by  the  Lender  preclude  any  other or further exercise thereof or the
exercise  of  any  other  right,  power  or  remedy.  All remedies hereunder are
cumulative  and  are  not  exclusive of any other remedies provided by law.  The
Lender  shall  not  be  deemed  to have waived any rights hereunder or under any
other  agreement or instrument unless such waiver shall be in writing and signed
by  such  parties.

21.  Lender  Appointed Attorney-in-Fact.  The Grantor hereby appoints the Lender
     ----------------------------------
its  attorney-in-fact  solely  for the purpose of carrying out the provisions of
this  Agreement  and  taking  any  action and executing any instrument which the
Lender  may deem necessary or advisable to accomplish the purposes hereof, which
appointment  is  irrevocable  and  coupled  with  an  interest.

22.  Lender's  Fees  and  Expenses.  The  Grantor  shall  be  obligated to, upon
     -----------------------------
demand,  pay  to  the  Lender  the  amount  of  any and all reasonable expenses,
including  the reasonable fees and expenses of its counsel and of any experts or
agents  which  the Lender may incur in connection with (i) the administration of
this  Agreement, (ii) the custody or preservation of, or the sale of, collection
from,  or  other  realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Lender hereunder, or (iv) the failure by
the  Grantor  to  perform or observe any of the provisions hereof.  In addition,
the  Grantor  indemnifies and holds the Lender harmless from and against any and
all liability incurred by the Lender hereunder or in connection herewith, unless
such liability shall be due to the gross negligence or willful misconduct of the
Lender.  Any  such  amounts payable as provided hereunder or thereunder shall be
additional  Obligations  secured  hereby  and  by  the other Security Documents.

<PAGE>

23.  Binding  Agreement;  Assignments.  This Agreement, and the terms, covenants
     --------------------------------
and  conditions  hereof,  shall  be binding upon and inure to the benefit of the
parties  hereto  and  their  respective  successors and assigns, except that the
Grantor  shall  not be permitted to assign this Agreement or any interest herein
or  in  the Collateral, or any part thereof, or any cash or property held by the
Lender  as  Collateral  under  this  Agreement,  except  as contemplated by this
Agreement  or  the  Loan  Documents.

24.  Governing  Law.  (a)  This  Agreement shall be construed in accordance with
     --------------
and  governed  by the laws of the state of California, except to the extent that
the  validity  or  perfection  of  the  security interest hereunder, or remedies
hereunder,  which  shall be governed by the appropriate jurisdiction relating to
the  specific  Collateral  itself.  Venue for any action under this Agreement or
any  of  the  Loan  Documents  shall  be  in the Superior Court located in Santa
Monica, California.  The prevailing party in any dispute arising hereunder shall
be  entitled  to  recover  all  of  its  reasonable  attorneys fees and costs of
defense,  prosecution  or  litigation.  The  Grantor  hereby  expressly  and
irrevocably  submits  to the jurisdiction of the state and federal courts of the
State  of  California,  city  of  Los Angeles (and Santa Monica specifically for
state  court),  for  the  purpose  of any such litigation as set forth above and
irrevocably  agrees  to  be  bound  by  any  final  judgment rendered thereby in
connection  with  such  litigation.  The Grantor further irrevocably consents to
the  service  of  process  by  registered  mail, postage prepaid, or by personal
service within or without the State of California.  The Grantor hereby expressly
and  irrevocably  waives,  to the fullest extent permitted by law, any objection
which  it  may  have  or  hereafter  may have to the laying of venue of any such
litigation  brought  in  any such court referred to above and any claim that any
such  litigation has been brought in any inconvenient forum.  To the extent that
the  Grantor  has or hereafter may acquire any immunity from jurisdiction of any
court  or  from any legal process (whether through service or notice, attachment
prior  to judgment, attachment in aid of execution or otherwise) with respect to
itself  or  its property, the Grantor hereby irrevocably waives such immunity in
respect  of  its  obligations under this agreement and the other Loan Documents.

     (b)     Waiver  of  Jury  Trial.  The parties hereby knowingly, voluntarily
and  intentionally  waive any rights they may have to a trial by jury in respect
of any litigation based hereon, or arising out of, under, or in connection with,
this agreement, or any course of conduct, course of dealing, statements (whether
oral  or  written)  or  actions of any of the parties hereto.  If for any reason
this  jury  trial  waiver  is  not  enforceable, then upon any such finding, the
parties  agree  that  any  dispute  arising  from  or related in any way to this
Agreement  shall  be  resolved  by binding arbitration, and shall be immediately
referred to arbitration by the court in any then pending proceeding upon request
by  either  party.

<PAGE>

25.  Notices.  All  communications and notices hereunder shall be in writing and
     -------
given  as  provided  in  the  Loan  Documents.

26.  Severability.  In  case any one or more of the provisions contained in this
     ------------
Agreement  should  be invalid, illegal or unenforceable the remaining provisions
contained  herein  shall  not  in  any  way  be  affected  or  impaired.

27.  Section  Headings.  Section  headings  used herein are for convenience only
     -----------------
and  are not to affect the construction of, or to be taken into consideration in
interpreting,  this  Agreement.

28.  Counterparts.  This  Agreement may be executed in two or more counterparts,
     ------------
each  of  which  shall  constitute  an  original,  but  all of which, when taken
together, shall constitute but one instrument. This Agreement shall be effective
when  a  counterpart  which  bears  the signature of the Grantor shall have been
delivered  to  the  Lender.

29.  Termination.  This Agreement and the Security Interest shall terminate when
     -----------
all the Obligations have been fully and indefeasibly paid in cash, at which time
the  Lender shall execute and deliver to the Grantor all Uniform Commercial Code
termination  statements and similar documents which the Grantor shall reasonably
request to evidence such termination; provided, however, that all indemnities of
                                      --------  -------
the  Grantor contained in this Agreement shall survive, and remain operative and
in  full  force  and  effect  regardless  of, the termination of this Agreement.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have duly executed this Security
Agreement  as  of  the  day  and  year  first  above  written.

                                        Hyde  Investments,  Ltd.

                                        By: /s/ C. Rykov
                                           ----------------------------

NATIONAL  PARKING  SYSTEMS,  INC.,
a  Nevada  corporation

By:  /s/ Marc Ebersole
    -------------------------
Name:  Marc  Ebersole
Title:  President  and  CEO

ABS  Holding  Company,  Inc.
a  Nevada  corporation

By:  /s/ Marc Ebersole
    -------------------------
Name:  Marc  Ebersole
Title:  President  and  CEO

BH  Holding  Company,  Inc.
a  Nevada  corporation

By:  /s/ Marc Ebersole
    -------------------------
Name:  Marc  Ebersole
Title:  President  and  CEO

CONSENT;  AGREEMENT  AND  ACKNOWLEDGMENT:

As shareholder and individually, I consent to and approve all terms set forth in
this  agreement.
Marc  Ebersole

/s/ Marc Ebersole
-------------------------
Marc  Ebersole

<PAGE>

                                    EXHIBIT A

                                   Collateral

     All  rights,  title,  claims  and  interests of every kind and character of
National  Parking  Systems,  Inc.,  a  Nevada  corporation  ("NPS"), ABS Holding
Company,  Inc.,  a  Nevada  corporation  ("ABS") and BH Holding Company, Inc., a
Nevada  corporation  (BH, and, together with ABS and NPS, jointly and severally,
the  "Debtor"),  and any of their respective subsidiaries (the "Debtor"), or any
      ------
of  them  (whether  tangible,  intangible,  choate,  inchoate,  legal,  direct,
indirect, possessory, nonpossessory, vested, nonvested, beneficial or equitable)
in  any  assets, property or property rights now or at any time hereafter owned,
held,  used  or  acquired by Debtor whether in the name of any of them or in any
fictitious  business  name or in any other name, and whether or not particularly
described  herein,  including  without limitation: all cash, inventory, accounts
receivable, new and used finished goods, products, merchandise, work in process,
raw materials, parts, supplies, accessories, attachments whether or not held for
sale,  lease, use or consumption and any property classified as inventory by the
Uniform  Commercial  Code  ("UCC"),  machinery,  equipment,  tools,  dies molds,
furniture,  general intangibles, as that term is defined by said UCC, good will,
trademarks,  trade  names,  service  names  and marks, licenses, patents rights,
copyrights, inventions, negotiable and non-negotiable instruments and documents,
things  in  action  and  all other rights, privileges and franchises, all rights
under  any  leases  (including  without  limitation  any lease of any of Debtors
business premises) whether of real or personal property and whether as landlord,
tenant,  or  otherwise,  chattel  paper,  accounts,  deposit  accounts,  and
instruments,  as  those  terms are defined by the UCC, condemnation or insurance
recoveries,  rents,  royalties,  profits,  certificated  and  uncertificated
securities,  treasury  stock,  commercial  paper,  business records and reports,
documents,  claims,  commission,  contracts,  causes of action, suits, rights of
offset  or  recoupment,  fixtures,  as that term is defined by said UCC, and all
products  and  proceeds  (as  defined  in  said  UCC),  accessions,  additions,
increases,  repairs  to,  improvements and replacements of each of the foregoing
items  of  Collateral.  Further, "Collateral" shall also mean all rights, title,
                                  ----------
claims  and  interests  of  every  kind  and  character of Debtor under any name
(whether  tangible,  intangible,  choate,  inchoate,  legal,  direct,  indirect,
possessory,  nonpossessory,  vested,  nonvested, beneficial or equitable) in the
common stock and/or other debt or equity interests and/or other interests in any
corporation  or in any other partnership or other legal entity involved in which
the  Debtor  has  an  interest  now or at any time hereafter owed, held, used or
acquired.  "Collateral" shall also include all products and proceeds (as defined
            ----------
in  said  UCC),  accessions,  additions, increases, repairs to, improvements and
replacements  of  each  of  the  foregoing  items  of  Collateral.

<PAGE>