EXHIBIT 10.8

                                SOUTHTRUST BANK

                                       TO

                       SPECTRUM SCIENCES & SOFTWARE, INC.

                                TABLE OF CONTENTS


3.   Renewal  Revolving  Promissory  Note  ($1,000,000)  (Renewal  of
     #0015224591-13291)

4.   Renewal  Revolving  Promissory  Note  ($1,000,000)  (Renewal  of
     #0015224591-39786)
5.   Renewal Revolving Promissory Note ($100,000) (Renewal of #0015224591-32026)

6.   Renewal Revolving Promissory Note ($145,000) (Renewal of #0015224591-71899)

7.   Forbearance  Agreement


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$  1,000,000.00                                             Birmingham,  Alabama
                                                            February 28, 2002


                                    RENEWAL
                            REVOLVING PROMISSORY NOTE


          This Note evidences a renewal and refinancing of that certain
         indebtedness in the maximum principal amount of $1,000,000, as
      evidenced under that certain Revolving Note dated September 28, 2000
                           between Borrower and Bank.


1.    BORROWER'S  PROMISE  TO  PAY

     FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one
(herein,  along  with  any  other  maker,  endorser, surety or guarantor hereof,
referred  to as "Borrower") promises to pay to the order of SOUTHTRUST BANK (the
"Bank" or collectively with any other holder of this Note, the "Holder"), at the
office  of  Bank  or  such other place as Holder may designate from time to time
without grace and in lawful money of the United States of America, the principal
sum  of  One  Million and 00/l00ths Dollars ($1,000,000.00) (or if there is more
than  one  advance  hereunder, the aggregate principal amount of all advances by
Holder  to  Borrower pursuant to this Note), together with interest thereon, all
as  evidenced  by  records  of  Holder.  Borrower  promises to pay principal and
interest  as  set  forth  in Sections 3 and 4 below. Unless otherwise elected by
Holder,  all  payments  shall be applied as billed by Holder, and if not billed,
then  first  to  late  and other charges, if any, payable hereunder or under any
Loan  Document,  then  to  interest  and  then  to  principal.

     This note is a master note, and it is contemplated that the proceeds of the
Loan  evidenced  hereby  will  be  advanced from time to time to the Borrower by
Holder in installments, as requested by the Borrower and agreed to by Holder. It
is further contemplated that any amounts advanced under this note may be prepaid
from  time  to  time  by the Borrower and subsequently re-advanced by Holder, so
long as the principal amount outstanding does not exceed the face amount of this
note.  By  reason of prepayments hereon, there may be times when no indebtedness
is  owing  hereunder,  and  notwithstanding any such occurrence, this note shall
remain  valid  and  shall  be  in  full  force  and effect as to each subsequent
principal  advance  made  hereunder.  The  Holder  shall  maintain  a record (by
computer  or  otherwise)  of  all  principal  advances and repayments under this
Renewal  Revolving  Promissory  Note  and  that  record  shall be presumed to be
correct  in  the  absence  of  clear  and  convincing  evidence to the contrary.


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<PAGE>

2.   ADVANCES

     The  principal  sum  hereinabove  stated is the maximum amount of principal
that  Borrower  can  borrow under this Note. As of the date hereof, Borrower has
received  $995,694.44  under  this  Note. Future advances are contemplated under
this Note, provided that Borrower is in compliance with the terms and conditions
of  the  Security  Agreement executed by Borrower on or about September 28, 2000
and  the terms and conditions of that certain Forbearance Agreement of even date
herewith.

3.   PAYMENT  OF  PRINCIPAL

     Principal  shall  be paid on May 16, 2002, which shall be the maturity date
of  this  Note.

4.   INTEREST,  PAYMENT  OF  INTEREST

     Interest  from  date  on  the outstanding unpaid principal balance shall be
calculated by multiplying the product of the principal amount and the applicable
rate set forth herein by the actual number of days elapsed, and dividing by 360.
"SouthTrust  Base  Rate", as used herein, is a reference rate established by the
Bank  for  use  in  computing  and  adjusting  interest, is subject to increase,
decrease  or  change  at the Bank's discretion, and is only one of the reference
rates  or  indices  that  the Bank uses. The Bank may lend to others at rates of
interest  at  or greater or less than, SouthTrust Base Rate or the rate provided
herein.  In  no event shall the rate of interest calculated hereunder exceed the
maximum amount allowed by law. Any principal amounts outstanding hereunder after
maturity  or default shall continue to bear interest at the rate, and calculated
in  the manner, set forth herein plus two percentage points (2%). The applicable
rate  hereunder  shall  be equal to two percentage points (2.0%) over SouthTrust
Base  Rate  from  time  to  time  prevailing  at  Bank.  Any change in said rate
resulting  from  a change in SouthTrust Base Rate shall take effect immediately.
Interest  shall  be  billed  and  paid  monthly  commencing  March  28,  2002.

5.    SECURITY

     Borrower  has given Bank, and this Note is secured in part by, that certain
Security  Agreement  ("Loan and Security Agreement") dated on or about September
28,  2000.  The  Security  Agreement,  and  every  security  agreement,  pledge,
assignment, stock power, guaranty, mortgage, financing statement, deed of trust,
security  deed,  forbearance  agreement, ship mortgage, and/or other instrument,
covering  personal or real property which secures an obligation so defined as to
include  the  indebtedness  hereunder  are sometimes collectively referred to as
"Loan Documents". This Note also is secured by other property given to Holder as
collateral  in  other agreements from time to time existing between the Borrower
and  the  Holder.  Borrower acknowledges having read and understood the Holder's
rights  under  such separate agreements. References to the Loan Documents and to
such  other agreements shall not affect or impair the absolute and unconditional
obligation  of  the  Borrower  to pay the principal of and interest on this Note
when  due.


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<PAGE>

     To  the  extent  permitted  by applicable law. Holder may, but shall not be
required  to,  apply  to  or  set  off  against any amount owed under this Note,
without notice to Borrower, any funds, credit or property held by, in transit to
or  in  possession  of,  Holder  for  the  account  of  any  Borrower.

6.   PURPOSE  OF  LOAN

     This  Note  evidences  a  loan  to be used by Borrower for business working
capital,  and  Borrower agrees to use the proceeds of this loan for the purposes
set  forth  herein,  and  to abide by the terms contained herein and in the Loan
Documents  as defined herein. Notwithstanding the foregoing, the Borrower hereby
represents and warrants to Bank that the money which is the subject of this loan
is  not  for  personal,  family,  household, or agricultural purposes within the
meaning  of  the  Federal  Truth-in-Lending  Act  or Regulation Z of the Federal
Reserve  Board  issued  pursuant  thereto, and that this loan is exclusively for
business  or  commercial  purposes  (other  than  agricultural  purposes).

7.   PREPAYMENT

     This  Note  may  be  prepaid  in  whole  or  in  part at any time without a
prepayment  charge.

8.   LATE  CHARGES  FOR  OVERDUE  PAYMENTS

     Any  scheduled  payment  of principal or principal plus interest in default
ten  (10)  days  or more will be subject to late charges of five percent (5%) of
such  scheduled  payment.  The  late  charge  shall not exceed $250 for any late
payment,  except  that  such  limitation  shall  be inapplicable if this Note is
secured  by  real  property.  The late charge shall be charged only once for any
late  payment.

9.   DEFAULT

     Any  one  or  more of the following events or conditions of Borrower (which
shall  mean  and  include any maker, endorser, surety or guarantor hereof) shall
constitute  a default under this Note: (a) failure to pay when due or to perform
or comply with any of the: (i) obligations or provisions under this Note and any
renewals,  modifications,  refinancings and extensions thereof, (ii) obligations
or  provisions  under  any  Loan  Document,  or  (iii)  other  obligations  and
indebtedness  of  Borrower  to  Holder  now  existing  or  hereafter incurred or
arising,  direct  or  indirect,  and  however  incurred  or  any  part  thereof
(collectively,  the  "Indebtedness"); or (b) if Holder deems itself insecure for
any  reason  and Borrower fails to deposit additional collateral satisfactory to
Holder.  Upon the happening of any one or more of said events of default. Holder
shall  have  the right at its election and without notice to Borrower to declare
the  full  amounts  of  principal,  interest and charges under this Note and all
other  Indebtedness  of  Borrower  to  Holder  immediately  due and payable with
interest  to  date.  No  delay  in  making such election shall be construed as a
waiver  of  the  right  to  make  such  election.  In  the event of the death or
insolvency  of  Borrower,  general  assignment  by,  judgment against, filing of
petition  in bankruptcy by or against, or the filing of application in any court
for a receiver for Borrower, or issuance of writ of garnishment or attachment in


                                       36
<PAGE>

a  suit  or  action  against  any  of the assets of Borrower, the full amount of
principal,  interest  and  charges under this Note and all other Indebtedness of
Borrower  shall immediately become due and payable with interest to date, unless
Holder  shall,  on  notice  of  such  event, elect to waive such acceleration by
written notation hereon. Upon any such acceleration, whether automatic or at the
election of Holder, both principal and accrued interest shall bear interest from
the  accelerated  date  of  maturity  at  the rate set forth in Section 4 above.

10.  WAIVERS;  COSTS  OF  COLLECTION;  MISCELLANEOUS

     Each  Borrower,  to  the  extent  not  prohibited  by  applicable  law  or
regulation,  hereby  severally  (a)  waives  as  to  this  debt  or any renewal,
modification, extension or refinancing thereof all rights of exemption under the
Constitution  or  laws  of  Alabama  or  any  other state as to real or personal
property;  (b) waives demand, presentment, protest, notice of protest, notice of
dishonor,  suit  against  any party and all other requirements necessary to hold
Borrower  liable  hereunder;  (c) agrees that time of payment may be extended or
renewal  notes taken or other indulgence granted without notice of or consent to
such  action and without release of liability as to any Borrower; and (d) agrees
to  pay  all  costs  of collecting or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees.  This  Note  shall  be  governed by and
construed  in accordance with the laws of the State of Alabama. If any provision
of  this  Note  is or becomes invalid or unenforceable, the remaining provisions
shall  not  be affected thereby. Any change or modification of this Note must be
in  writing  signed  by  both  Holder  and  Borrower.

     Holder's  books and records showing the account between Holder and Borrower
shall  be  admissible  in evidence in any action or proceeding, shall be binding
upon  Holder and Borrower for the purposes of establishing the items therein set
forth  and  shall  constitute  prima  facie  proof  thereof.

     The  Holder shall not by any act, delay, omission or otherwise be deemed to
have  waived  any  of its rights or remedies, and no waiver of any kind shall be
valid against the Holder; unless in writing and signed by the Holder. All rights
and  remedies hereunder and under any statute or rule of law shall be cumulative
and  may  be  exercised  successively  or concurrently. BORROWER CONSENTS TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN BIRMINGHAM, ALABAMA
AND  WAIVES  ANY  OBJECTION  WE  MAY HAVE BASED UPON IMPROPER VENUE OR FORUM NON
CONVENIENS  OR  TO  THE  CONDUCT  OF  ANY  PROCEEDINGS IN ANY SUCH COURT. IN ANY
JUDICIAL  PROCEEDING BROUGHT WITH RESPECT TO, RELATING TO, OR PERTAINING TO THIS
NOTE,  THE  LOAN  DOCUMENTS,  THE  INDEBTEDNESS, THE ADMINISTRATION, HANDLING OR
COLLECTION OF THE INDEBTEDNESS OR THE ACTIONS OF HOLDER, THE BORROWER WAIVES ANY
RIGHT TO TRIAL BY JURY. Borrower covenants and agrees that Borrower will furnish
Holder  a  prompt  written  notice of any action or inaction by Holder or any of
Holder's  agents  or attorneys in connection with this Note, the Loan Documents,
or  the  advances  or  obligations  thereunder,  that  may be actionable against
Holder,  Holder's  agents,  Holder's  attorneys,  or a defense to payment of the
Borrower's  obligations to Holder for any reason, including, but not limited to,


                                       37
<PAGE>
commission  of  a  tort  or violation of any contractual duty or duty implied by
law.  Borrower further agrees that, unless this notice is duly given as promptly
as  possible (and in any event within ten (10) days after Borrower has knowledge
or  with  the  exercise of reasonable diligence should have had knowledge of any
such  action  or inaction, Borrower will not assert, and shall be deemed to have
waived,  any  claim  or  defense  arising  therefrom.

     Singular  or  plural  words  used  herein  shall  be  taken to refer to the
undersigned,  whether one or more than one, and this Note shall bind each of the
undersigned,  jointly  and  severally.

11.   EXECUTION

     The  undersigned  have subscribed their names hereto without condition that
anyone  else  should sign or become bound hereon and without any other condition
whatever  being made. The provisions hereof are binding on the heirs, executors,
administrators,  assigns  and successors of each Borrower and shall inure to the
benefit of Bank, its successors and assigns, and every subsequent Holder of this
Note.  Borrower acknowledges receipt of a completed copy hereof and of any other
instrument  executed  by  Borrower  before this transaction is consummated. This
Renewal  Revolving  Promissory  Note constitutes a renewal of existing financing
and  is  not  a  novation  thereof.

     IN  WITNESS  WHEREOF,  the undersigned has caused this note to be executed,
sealed  and  delivered  in  Ft.  Walton  Beach,  Florida on this the 28th day of
February,  2002.

     CAUTION: IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS NOTE BEFORE YOU SIGN
IT.


                                              BORROWER:

                                              SPECTRUM SCIENCES & SOFTWARE, INC.
                                              By:  /s/Donal  R.  Myrick
                                              Donal  R.  Myrick
[SEAL]                                        Its:   President


                                       38
<PAGE>

                           CERTIFICATE OF RESOLUTIONS

                                       OF

                       SPECTRUM SCIENCES & SOFTWARE, INC.


     I,  the  undersigned, do hereby certify that I am the Secretary of SPECTRUM
SCIENCES  &  SOFTWARE,  INC., a Florida corporation, and that the following is a
true  copy  of  resolutions  duly  adopted  by  the  Board  of Directors of said
Corporation  at  a  meeting  thereof  duly  called  after written notice to each
director and held on the 28th day of February, 2002.

     RESOLVED:  that  it  is  to the best interests of this Corporation to enter
     into  arrangements  with  SOUTHTRUST  BANK,  herein  designated as "Secured
     Party",  providing  for continued financing accommodation to be extended to
     this  Corporation  by  said  Secured Party and for the creation of security
     interests  in  favor of Secured Party upon all or substantially all of this
     Corporation's  present  and  future  tangible  or  intangible property; and
     further

     RESOLVED:  That  the President of this Corporation is hereby authorized and
     empowered  to  make,  execute,  authorize  and  deliver in the name of this
     Corporation  a  note, renewal note(s), a forbearance agreement, a preferred
     ship  mortgage,  financing statements, and/or other agreements with Secured
     Party,  and any amendments or modifications thereof, and that the President
     of  this Corporation, and any person whom this Corporation or the President
     thereof may from time to time designate, is hereby authorized and empowered
     to  make,  execute,  and  deliver  to  Secured  Party  in  the name of this
     Corporation any and all such assignments, pledges, endorsements, transfers,
     and  other  documents  and  instruments, and to do all such acts, as may be
     appropriate to consummate transactions between this Corporation and Secured
     Party  pursuant  to  such  note,  ship  mortgage,  financing statement, and
     forbearance  agreements;  and  further

     RESOLVED:  That  all  acts  and  transactions  of  the  President  of  this
     Corporation  and of any such designees, done in execution or performance of
     any  such  agreements,  mortgage and of transactions thereunder, are hereby
     ratified  and  approved.

     I  further  certify that the location of the office of said corporation, as
specified  in its Certificate of Incorporation, is the County of Okaloosa, State
of  Florida,  and  that  its  principal place of business is located at: 91 Hill
Avenue,  Ft.  Walton  Beach,  Florida  32548  (Okaloosa  County).


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<PAGE>

     I further certify that the Certificate of Incorporation and By-Laws of said
Corporation contain no provisions requiring a vote or consent of stockholders to
authorize  the  action  of  the  Board  of  Directors set forth in the foregoing
resolutions,  and that said resolutions are and remain in full force and effect.

     IN  WITNESS  WHEREOF,  I have hereunto set my hand as the Secretary of said
Corporation,  and  impressed its Corporate Seal hereon, by order of the Board of
Directors,  this  28th  day  of  February,  2002.


                                                Donal  R.  Myrick    (Secretary)
     [CORPORATE  SEAL]

The  foregoing  is  hereby
approved  and  confirmed:


Donal  R.  Myrick
(Sole  Director  and  Shareholder)


                                       40
<PAGE>

$1,000,000.00                                               Birmingham,  Alabama
                                                            February  28,  2002

                                    RENEWAL

                            REVOLVING PROMISSORY NOTE

          This Note evidences a renewal and refinancing of that certain
         indebtedness in the maximum principal amount of $1,000,000, as
      evidenced under that certain Revolving Note dated September 28,2000
                           between Borrower and Bank.

1.    BORROWER'S  PROMISE  TO  PAY

     FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one
(herein,  along  with  any  other  maker,  endorser, surety or guarantor hereof,
referred  to as "Borrower") promises to pay to the order of SOUTHTRUST BANK (the
"Bank" or collectively with any other holder of this Note, the "Holder"), at the
office  of  Bank  or  such other place as Holder may designate from time to time
without grace and in lawful money of the United States of America, the principal
sum  of  One  Million and 00/l00ths Dollars ($1,000,000.00) (or if there is more
than  one  advance  hereunder, the aggregate principal amount of all advances by
Holder  to  Borrower pursuant to this Note), together with interest thereon, all
as  evidenced  by  records  of  Holder.  Borrower  promises to pay principal and
interest  as  set  forth  in Sections 3 and 4 below. Unless otherwise elected by
Holder,  all  payments  shall be applied as billed by Holder, and if not billed,
then  first  to  late  and other charges, if any, payable hereunder or under any
Loan  Document,  then  to  interest  and  then  to  principal.

     This note is a master note, and it is contemplated that the proceeds of the
Loan  evidenced  hereby  will  be  advanced from time to time to the Borrower by
Holder in installments, as requested by the Borrower and agreed to by Holder. It
is further contemplated that any amounts advanced under this note may be prepaid
from  time  to  time  by the Borrower and subsequently re-advanced by Holder, so
long as the principal amount outstanding does not exceed the face amount of this
note.  By  reason of prepayments hereon, there may be times when no indebtedness
is  owing  hereunder,  and  notwithstanding any such occurrence, this note shall
remain  valid  and  shall  be  in  full  force  and effect as to each subsequent
principal  advance  made  hereunder.  The  Holder  shall  maintain  a record (by
computer  or  otherwise)  of  all  principal  advances and repayments under this
Renewal  Revolving  Promissory  Note  and  that  record  shall be presumed to be
correct  in  the  absence  of  clear  and  convincing  evidence to the contrary.


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<PAGE>

2.   ADVANCES

     The  principal  sum  hereinabove  stated is the maximum amount of principal
that  Borrower  can  borrow under this Note. As of the date hereof. Borrower has
received  $995,694.44  under  this  Note. Future advances are contemplated under
this Note, provided that Borrower is in compliance with the terms and conditions
of  the  Security  Agreement executed by Borrower on or about September 28, 2000
and  the terms and conditions of that certain Forbearance Agreement of even date
herewith.

3.    PAYMENT  OF  PRINCIPAL

     Principal  shall  be paid on May 16, 2002, which shall be the maturity date
of  this  Note.

4.   INTEREST,  PAYMENT  OF  INTEREST

     Interest  from  date  on  the outstanding unpaid principal balance shall be
calculated by multiplying the product of the principal amount and the applicable
rate set forth herein by the actual number of days elapsed, and dividing by 360.
"SouthTrust  Base  Rate", as used herein, is a reference rate established by the
Bank  for  use  in  computing  and  adjusting  interest, is subject to increase,
decrease  or  change  at the Bank's discretion, and is only one of the reference
rates  or  indices  that  the Bank uses. The Bank may lend to others at rates of
interest  at  or greater or less than, SouthTrust Base Rate or the rate provided
herein.  In  no event shall the rate of interest calculated hereunder exceed the
maximum amount allowed by law. Any principal amounts outstanding hereunder after
maturity  or default shall continue to bear interest at the rate, and calculated
in  the manner, set forth herein plus two percentage points (2%). The applicable
rate  hereunder  shall  be equal to two percentage points (2.0%) over SouthTrust
Base  Rate  from  time  to  time  prevailing  at  Bank.  Any change in said rate
resulting  from  a change in SouthTrust Base Rate shall take effect immediately.
Interest  shall  be  billed  and  paid  monthly  commencing  March  28,  2002.

5.    SECURITY

     Borrower  has given Bank, and this Note is secured in part by, that certain
Security  Agreement  ("Loan and Security Agreement") dated on or about September
28,  2000.  The  Security  Agreement,  and  every  security  agreement,  pledge,
assignment, stock power, guaranty, mortgage, financing statement, deed of trust,
security  deed,  forbearance  agreement,  ship mortgage and/or other instrument,
covering  personal or real property which secures an obligation so defined as to
include  the  indebtedness  hereunder  are sometimes collectively referred to as
"Loan Documents". This Note also is secured by other property given to Holder as
collateral  in  other agreements from time to time existing between the Borrower
and  the  Holder.  Borrower acknowledges having read and understood the Holder's
rights  under  such separate agreements. References to the Loan Documents and to
such  other agreements shall not affect or impair the absolute and unconditional
obligation  of  the  Borrower  to pay the principal of and interest on this Note
when  due.


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<PAGE>

     To  the  extent  permitted  by applicable law. Holder may, but shall not be
required  to,  apply  to  or  set  off  against any amount owed under this Note,
without notice to Borrower, any funds, credit or property held by, in transit to
or  in  possession  of,  Holder  for  the  account  of  any  Borrower.

6.   PURPOSE  OF  LOAN

     This  Note  evidences  a  loan  to be used by Borrower for business working
capital,  and  Borrower agrees to use the proceeds of this loan for the purposes
set  forth  herein,  and  to abide by the terms contained herein and in the Loan
Documents  as defined herein. Notwithstanding the foregoing, the Borrower hereby
represents and warrants to Bank that the money which is the subject of this loan
is  not  for  personal,  family,  household, or agricultural purposes within the
meaning  of  the  Federal  Truth-in-Lending  Act  or Regulation Z of the Federal
Reserve  Board  issued  pursuant  thereto, and that this loan is exclusively for
business  or  commercial  purposes  (other  than  agricultural  purposes).

7.   PREPAYMENT

     This  Note  may  be  prepaid  in  whole  or  in  part at any time without a
prepayment  charge.

8.   LATE  CHARGES  FOR  OVERDUE  PAYMENTS

     Any  scheduled  payment  of principal or principal plus interest in default
ten  (10)  days  or more will be subject to late charges of five percent (5%) of
such  scheduled  payment.  The  late  charge  shall not exceed $250 for any late
payment,  except  that  such  limitation  shall  be inapplicable if this Note is
secured  by  real  property.  The late charge shall be charged only once for any
late  payment.

9.   DEFAULT

     Any  one  or  more of the following events or conditions of Borrower (which
shall  mean  and  include any maker, endorser, surety or guarantor hereof) shall
constitute  a default under this Note: (a) failure to pay when due or to perform
or comply with any of the: (i) obligations or provisions under this Note and any
renewals,  modifications,  refinancings and extensions thereof, (ii) obligations
or  provisions  under  any  Loan  Document,  or  (iii)  other  obligations  and
indebtedness  of  Borrower  to  Holder  now  existing  or  hereafter incurred or
arising,  direct  or  indirect,  and  however  incurred  or  any  part  thereof
(collectively,  the  "Indebtedness"); or (b) if Holder deems itself insecure for
any  reason  and Borrower fails to deposit additional collateral satisfactory to
Holder.  Upon the happening of any one or more of said events of default. Holder
shall  have  the right at its election and without notice to Borrower to declare
the  full  amounts  of  principal,  interest and charges under this Note and all
other  Indebtedness  of  Borrower  to  Holder  immediately  due and payable with
interest  to  date.  No  delay  in  making such election shall be construed as a
waiver  of  the  right  to  make  such  election.  In  the event of the death or
insolvency  of  Borrower,  general  assignment  by,  judgment against, filing of
petition  in bankruptcy by or against, or the filing of application in any court
for a receiver for Borrower, or issuance of writ of garnishment or attachment in


                                       43
<PAGE>

a  suit  or  action  against  any  of the assets of Borrower, the full amount of
principal,  interest  and  charges under this Note and all other Indebtedness of
Borrower  shall immediately become due and payable with interest to date, unless
Holder  shall,  on  notice  of  such  event, elect to waive such acceleration by
written notation hereon. Upon any such acceleration, whether automatic or at the
election of Holder, both principal and accrued interest shall bear interest from
the  accelerated  date  of  maturity  at  the rate set forth in Section 4 above.

10.  WAIVERS;  COSTS  OF  COLLECTION;  MISCELLANEOUS

     Each  Borrower,  to  the  extent  not  prohibited  by  applicable  law  or
regulation,  hereby  severally  (a)  waives  as  to  this  debt  or any renewal,
modification, extension or refinancing thereof all rights of exemption under the
Constitution  or  laws  of  Alabama  or  any  other state as to real or personal
property;  (b) waives demand, presentment, protest, notice of protest, notice of
dishonor,  suit  against  any party and all other requirements necessary to hold
Borrower  liable  hereunder;  (c) agrees that time of payment may be extended or
renewal  notes taken or other indulgence granted without notice of or consent to
such  action and without release of liability as to any Borrower; and (d) agrees
to  pay  all  costs  of collecting or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees.  This  Note  shall  be  governed by and
construed  in accordance with the laws of the State of Alabama. If any provision
of  this  Note  is or becomes invalid or unenforceable, the remaining provisions
shall  not  be affected thereby. Any change or modification of this Note must be
in  writing  signed  by  both  Holder  and  Borrower.

     Holder's  books and records showing the account between Holder and Borrower
shall  be  admissible  in evidence in any action or proceeding, shall be binding
upon  Holder and Borrower for the purposes of establishing the items therein set
forth  and  shall  constitute  prima  facie  proof  thereof.

     The  Holder shall not by any act, delay, omission or otherwise be deemed to
have  waived  any  of its rights or remedies, and no waiver of any kind shall be
valid against the Holder; unless in writing and signed by the Holder. All rights
and  remedies hereunder and under any statute or rule of law shall be cumulative
and  may  be  exercised  successively  or concurrently. BORROWER CONSENTS TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN BIRMINGHAM, ALABAMA
AND  WAIVES  ANY  OBJECTION  WE  MAY HAVE BASED UPON IMPROPER VENUE OR FORUM NON
CONVENIENS  OR  TO  THE  CONDUCT  OF  ANY  PROCEEDINGS IN ANY SUCH COURT. IN ANY
JUDICIAL  PROCEEDING BROUGHT WITH RESPECT TO, RELATING TO, OR PERTAINING TO THIS
NOTE,  THE  LOAN  DOCUMENTS,  THE  INDEBTEDNESS, THE ADMINISTRATION, HANDLING OR
COLLECTION OF THE INDEBTEDNESS OR THE ACTIONS OF HOLDER, THE BORROWER WAIVES ANY
RIGHT TO TRIAL BY JURY. Borrower covenants and agrees that Borrower will furnish
Holder  a  prompt  written  notice of any action or inaction by Holder or any of
Holder's  agents  or attorneys in connection with this Note, the Loan Documents,
or  the  advances  or  obligations  thereunder,  that  may be actionable against
Holder,  Holder's  agents.  Holder's  attorneys,  or a defense to payment of the
Borrower's  obligations to Holder for any reason, including, but not limited to,


                                       44
<PAGE>

commission  of  a  tort  or violation of any contractual duty or duty implied by
law.  Borrower further agrees that, unless this notice is duly given as promptly
as possible (and in any event within ten (10) days) after Borrower has knowledge
or  with  the  exercise of reasonable diligence should have had knowledge of any
such  action  or inaction, Borrower will not assert, and shall be deemed to have
waived,  any  claim  or  defense  arising  therefrom.

     Singular  or  plural  words  used  herein  shall  be  taken to refer to the
undersigned,  whether one or more than one, and this Note shall bind each of the
undersigned,  jointly  and  severally.

11.   EXECUTION

     The  undersigned  have subscribed their names hereto without condition that
anyone  else  should sign or become bound hereon and without any other condition
whatever  being made. The provisions hereof are binding on the heirs, executors,
administrators,  assigns  and successors of each Borrower and shall inure to the
benefit of Bank, its successors and assigns, and every subsequent Holder of this
Note.  Borrower acknowledges receipt of a completed copy hereof and of any other
instrument  executed  by  Borrower  before this transaction is consummated. This
Renewal  Revolving  Promissory  Note constitutes a renewal of existing financing
and  is  not  a  novation  thereof.

     IN  WITNESS  WHEREOF,  the undersigned has caused this note to be executed,
sealed  and  delivered  in  Ft.  Walton  Beach,  Florida on this the 28th day of
February,  2002.  CAUTION:

     IT  IS  IMPORTANT  THAT  YOU  THOROUGHLY READ THIS NOTE BEFORE YOU SIGN IT.

                                              BORROWER:

                                              SPECTRUM SCIENCES & SOFTWARE, INC.
                                              /s/  Donal  R.  Myrick
                                              Donal  R.  Myrick
[SEAL]                                        Its:   President


                                       45
<PAGE>

$100,000.00
                                                             Birmingham, Alabama
                                                             February 28, 2002


                                    RENEWAL

                            REVOLVING PROMISSORY NOTE

   This Note evidences a renewal and refinancing of that certain indebtedness
  in the maximum principal amount of $100,000, as evidenced under that certain
 Revolving Note dated February 23,1999 between Borrower and Bank, as renewed by
                that certain Revolving Note dated March 9,2001.

1.   BORROWER'S  PROMISE  TO  PAY

     FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one
(herein,  along  with  any  other  maker,  endorser, surety or guarantor hereof,
referred  to as "Borrower") promises to pay to the order of SOUTHTRUST BANK (the
"Bank" or collectively with any other holder of this Note, the "Holder"), at the
office  of  Bank  or  such other place as Holder may designate from time to time
without grace and in lawful money of the United States of America, the principal
sum  of One Hundred Thousand and 00/l00ths Dollars ($100,000.00) (or if there is
more  than one advance hereunder, the aggregate principal amount of all advances
by Holder to Borrower pursuant to this Note) together with interest thereon, all
as  evidenced  by  records  of  Holder.  Borrower  promises to pay principal and
interest  as  set  forth  in Sections 3 and 4 below. Unless otherwise elected by
Holder,  all  payments  shall be applied as billed by Holder, and if not billed,
then  first  to  late  and other charges, if any, payable hereunder or under any
Loan  Document,  then  to  interest  and  then  to  principal.

     This note is a master note, and it is contemplated that the proceeds of the
Loan  evidenced  hereby  will  be  advanced from time to time to the Borrower by
Holder in installments, as requested by the Borrower and agreed to by Holder. It
is further contemplated that any amounts advanced under this note may be prepaid
from time to time by the Borrower and subsequently re-advanced by Holder so long
as  the  principal  amount  outstanding  does not exceed the face amount of this
note.  By  reason of prepayments hereon, there may be times when no indebtedness
is  owing  hereunder,  and  notwithstanding any such occurrence, this note shall
remain  valid  and  shall  be  in  full  force  and effect as to each subsequent
principal  advance  made  hereunder.  The  Holder  shall  maintain  a record (by
computer  or  otherwise)  of  all  principal  advances and repayments under this
Renewal  Revolving  Promissory  Note  and  that  record  shall be presumed to be
correct  in  the  absence  of  clear  and  convincing  evidence to the contrary.


                                       46
<PAGE>

2.   ADVANCES

     The  principal  sum  hereinabove  stated is the maximum amount of principal
that  Borrower  can  borrow under this Note. As of the date hereof. Borrower has
received $99,995.20 under this Note. Future advances are contemplated under this
Note,  provided  that Borrower is in compliance with the terms and conditions of
the  Loan  Documents  as  defined  herein.

3.   PAYMENT  OF  PRINCIPAL

     Principal  shall  be paid on May 16, 2002, which shall be the maturity date
of  this  Note.

4.   INTEREST,  PAYMENT  OF  INTEREST

     Interest  from  date  on  the outstanding unpaid principal balance shall be
calculated by multiplying the product of the principal amount and the applicable
rate set forth herein by the actual number of days elapsed, and dividing by 360.
"SouthTrust  Base  Rate", as used herein, is a reference rate established by the
Bank  for  use  in  computing  and  adjusting  interest, is subject to increase,
decrease  or  change  at the Bank's discretion, and is only one of the reference
rates  or  indices  that  the  Bank uses The Bank may lend to others at rates of
interest  at  or greater or less than, SouthTrust Base Rate or the rate provided
herein.  In  no event shall the rate of interest calculated hereunder exceed the
maximum amount allowed by law. Any principal amounts outstanding hereunder after
maturity  or default shall continue to bear interest at the rate, and calculated
in  the manner, set forth herein plus two percentage points (2%). The applicable
rate  hereunder  shall  be equal to two percentage points (2.0%) over SouthTrust
Base  Rate  from  time  to  time  prevailing  at  Bank.  Any change in said rate
resulting  from  a change in SouthTrust Base Rate shall take effect immediately.
Interest  shall  be  billed  and  paid  monthly  commencing  March  28,  2002.

5.    SECURITY

     Borrower  has given Bank, and this Note is secured in part by, that certain
Guaranty  dated  on  or about February 7, 2000. The Guaranty, and every security
agreement,  pledge,  assignment,  stock  power,  guaranty,  mortgage,  financing
statement,  deed  of  trust, security deed, forbearance agreement, ship mortgage
and/or  other  instrument,  covering  personal or real property which secures an
obligation  so  defined  as  to include the indebtedness hereunder are sometimes
collectively referred to as "Loan Documents". This Note also is secured by other
property  given  to  Holder  as collateral in other agreements from time to time
existing  between the Borrower and the Holder. Borrower acknowledges having read
and understood the Holder's rights under such separate agreements. References to
the  Loan  Documents and to such other agreements shall not affect or impair the
absolute  and  unconditional  obligation of the Borrower to pay the principal of
and  interest  on  this  Note  when  due.


                                       47
<PAGE>

     To  the  extent  permitted  by applicable law, Holder may, but shall not be
required  to,  apply  to  or  set  off  against any amount owed under this Note,
without notice to Borrower, any funds, credit or property held by, in transit to
or  in  possession  of,  Holder  for  the  account  of  any  Borrower.

6.   PURPOSE  OF  LOAN

     This  Note  evidences  a  loan  to be used by Borrower for business working
capital,  and  Borrower agrees to use the proceeds of this loan for the purposes
set  forth  herein,  and  to abide by the terms contained herein and in the Loan
Documents  as defined herein. Notwithstanding the foregoing, the Borrower hereby
represents and warrants to Bank that the money which is the subject of this loan
is  not  for  personal,  family,  household, or agricultural purposes within the
meaning  of  the  Federal  Truth-in-Lending  Act  or Regulation Z of the Federal
Reserve  Board  issued  pursuant  thereto, and that this loan is exclusively for
business  or  commercial  purposes  (other  than  agricultural  purposes).

7.   PREPAYMENT

     This  Note  may  be  prepaid  in  whole  or  in  part at any time without a
prepayment  charge.

8.   LATE  CHARGES  FOR  OVERDUE  PAYMENTS

     Any  scheduled  payment  of principal or principal plus interest in default
ten  (10)  days  or more will be subject to late charges of five percent (5%) of
such  scheduled  payment.  The  late  charge  shall not exceed $250 for any late
payment,  except  that  such  limitation  shall  be inapplicable if this Note is
secured  by  real  property.  The late charge shall be charged only once for any
late  payment.

9.   DEFAULT

     Any  one  or  more of the following events or conditions of Borrower (which
shall  mean  and  include any maker, endorser, surety or guarantor hereof) shall
constitute  a default under this Note: (a) failure to pay when due or to perform
or comply with any of the: (i) obligations or provisions under this Note and any
renewals,  modifications,  refinancings and extensions thereof, (ii) obligations
or  provisions  under  any  Loan  Document,  or  (iii)  other  obligations  and
indebtedness  of  Borrower  to  Holder  now  existing  or  hereafter incurred or
arising,  direct  or  indirect,  and  however  incurred  or  any  part  thereof
(collectively,  the  "Indebtedness"); or (b) if Holder deems itself insecure for
any  reason  and Borrower fails to deposit additional collateral satisfactory to
Holder.  Upon the happening of any one or more of said events of default. Holder
shall  have  the right at its election and without notice to Borrower to declare
the  full  amounts  of  principal,  interest and charges under this Note and all
other  Indebtedness  of  Borrower  to  Holder  immediately  due and payable with
interest  to  date.  No  delay  in  making such election shall be construed as a
waiver  of  the  right  to  make  such  election.  In  the event of the death or
insolvency  of  Borrower,  general  assignment  by,  judgment against, filing of
petition  in bankruptcy by or against, or the filing of application in any court
for a receiver for Borrower, or issuance of writ of garnishment or attachment in


                                       48
<PAGE>

a  suit  or  action  against  any  of the assets of Borrower, the full amount of
principal,  interest  and  charges under this Note and all other Indebtedness of
Borrower  shall immediately become due and payable with interest to date, unless
Holder  shall,  on  notice  of  such  event, elect to waive such acceleration by
written notation hereon. Upon any such acceleration, whether automatic or at the
election of Holder, both principal and accrued interest shall bear interest from
the  accelerated  date  of  maturity  at  the rate set forth in Section 4 above.

10.  WAIVERS;  COSTS  OF  COLLECTION;  MISCELLANEOUS

     Each  Borrower,  to  the  extent  not  prohibited  by  applicable  law  or
regulation,  hereby  severally  (a)  waives  as  to  this  debt  or any renewal,
modification, extension or refinancing thereof all rights of exemption under the
Constitution  or  laws  of  Alabama  or  any  other state as to real or personal
property;  (b) waives demand, presentment, protest, notice of protest, notice of
dishonor,  suit  against  any party and all other requirements necessary to hold
Borrower  liable  hereunder;  (c) agrees that time of payment may be extended or
renewal  notes taken or other indulgence granted without notice of or consent to
such  action and without release of liability as to any Borrower; and (d) agrees
to  pay  all  costs  of collecting or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees.  This  Note  shall  be  governed by and
construed  in accordance with the laws of the State of Alabama. If any provision
of  this  Note  is or becomes invalid or unenforceable, the remaining provisions
shall  not  be affected thereby. Any change or modification of this Note must be
in  writing  signed  by  both  Holder  and  Borrower.

     Holder's  books and records showing the account between Holder and Borrower
shall  be  admissible  in evidence in any action or proceeding, shall be binding
upon  Holder and Borrower for the purposes of establishing the items therein set
forth  and  shall  constitute  prima  facie  proof  thereof.

     The  Holder shall not by any act, delay, omission or otherwise be deemed to
have  waived  any  of its rights or remedies, and no waiver of any kind shall be
valid against the Holder; unless in writing and signed by the Holder. All rights
and  remedies hereunder and under any statute or rule of law shall be cumulative
and  may  be  exercised  successively  or concurrently. BORROWER CONSENTS TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN BIRMINGHAM, ALABAMA
AND  WAIVES  ANY  OBJECTION  WE  MAY HAVE BASED UPON IMPROPER VENUE OR FORUM NON
CONVENIENS  OR  TO  THE  CONDUCT  OF  ANY  PROCEEDINGS IN ANY SUCH COURT. IN ANY
JUDICIAL  PROCEEDING BROUGHT WITH RESPECT TO, RELATING TO, OR PERTAINING TO THIS
NOTE,  THE  LOAN  DOCUMENTS,  THE  INDEBTEDNESS, THE ADMINISTRATION, HANDLING OR
COLLECTION OF THE INDEBTEDNESS OR THE ACTIONS OF HOLDER, THE BORROWER WAIVES ANY
RIGHT TO TRIAL BY JURY. Borrower covenants and agrees that Borrower will furnish
Holder  a  prompt  written  notice of any action or inaction by Holder or any of
Holder's  agents  or attorneys in connection with this Note, the Loan Documents,
or  the  advances  or  obligations  thereunder,  that  may be actionable against
Holder,  Holder's  agents.  Holder's  attorneys,  or a defense to payment of the
Borrower's  obligations to Holder for any reason, including, but not limited to,


                                       49
<PAGE>

commission  of  a  tort  or violation of any contractual duty or duty implied by
law.  Borrower further agrees that, unless this notice is duly given as promptly
as possible (and in any event within ten (10) days) after Borrower has knowledge
or  with  the  exercise of reasonable diligence should have had knowledge of any
such  action  or inaction, Borrower will not assert, and shall be deemed to have
waived,  any  claim  or  defense  arising  therefrom.

     Singular  or  plural  words  used  herein  shall  be  taken to refer to the
undersigned,  whether one or more than one, and this Note shall bind each of the
undersigned,  jointly  and  severally.

11.   EXECUTION

     The  undersigned  have subscribed their names hereto without condition that
anyone  else  should sign or become bound hereon and without any other condition
whatever  being made. The provisions hereof are binding on the heirs, executors,
administrators,  assigns  and successors of each Borrower and shall inure to the
benefit of Bank, its successors and assigns, and every subsequent Holder of this
Note.  Borrower acknowledges receipt of a completed copy hereof and of any other
instrument  executed  by  Borrower  before this transaction is consummated. This
Renewal  Revolving  Promissory  Note constitutes a renewal of existing financing
and  is  not  a  novation  thereof.

     IN  WITNESS  WHEREOF,  the undersigned has caused this note to be executed,
sealed  and  delivered  in Birmingham, Alabama on this the 28th day of February,
2002.

     CAUTION: IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS NOTE BEFORE YOU SIGN
IT.

                                              BORROWER:

                                              SPECTRUM SCIENCES & SOFTWARE, INC.
                                              By:  /s/  Donal  R.  Myrick
                                              Donal  R.  Myrick
[SEAL]                                        Its:   President


                                       50
<PAGE>

$145  000 00                                                 Birmingham, Alabama
                                                             February 28,2002

                                    RENEWAL

                            REVOLVING PROMISSORY NOTE

          This Note evidences a renewal and refinancing of that certain
     indebtedness in the maximum principal amount of $145,000, as evidenced
        under that certain Revolving Note dated February 7, 2000 between
        Borrower and Bank, as the same may have been renewed and amended
                               from time to time.

1.   BORROWER'S  PROMISE  TO  PAY

     FOR VALUE RECEIVED, the undersigned, jointly and severally if more than one
(herein,  along  with  any  other  maker,  endorser, surety or guarantor hereof,
referred  to as "Borrower") promises to pay to the order of SOUTHTRUST BANK (the
"Bank" or collectively with any other holder of this Note, the "Holder"), at the
office  of  Bank  or  such other place as Holder may designate from time to time
without grace and in lawful money of the United States of America, the principal
sum  of  One Hundred Forty-Five Thousand and 00/l00ths Dollars ($145,000.00) (or
if  there  is more than one advance hereunder, the aggregate principal amount of
all  advances  by  Holder  to  Borrower  pursuant  to  this Note), together with
interest  thereon,  all  as evidenced by records of Holder. Borrower promises to
pay  principal  and  interest  as  set  forth  in Sections 3 and 4 below. Unless
otherwise  elected by Holder, all payments shall be applied as billed by Holder,
and  if  not  billed,  then  first  to  late  and other charges, if any, payable
hereunder  or  under  any Loan Document, then to interest and then to principal.

     This note is a master note, and it is contemplated that the proceeds of the
Loan  evidenced  hereby  will  be  advanced from time to time to the Borrower by
Holder in installments, as requested by the Borrower and agreed to by Holder. It
is further contemplated that any amounts advanced under this note may be prepaid
from  time  to  time  by the Borrower and subsequently re-advanced by Holder, so
long as the principal amount outstanding does not exceed the face amount of this
note.  By  reason of prepayments hereon, there may be times when no indebtedness
is  owing  hereunder,  and  notwithstanding any such occurrence, this note shall
remain  valid  and  shall  be  in  full  force  and effect as to each subsequent
principal  advance  made  hereunder.  The  Holder  shall  maintain  a record (by
computer  or  otherwise)  of  all  principal  advances and repayments under this
Renewal  Revolving  Promissory  Note  and  that  record  shall be presumed to be
correct  in  the  absence  of  clear  and  convincing  evidence to the contrary.


                                       51
<PAGE>

2.    ADVANCES

     The  principal  sum  hereinabove  stated is the maximum amount of principal
that  Borrower  can  borrow under this Note. As of the date hereof, Borrower has
received  $128,520.75  under  this  Note. Future advances are contemplated under
this Note, provided that Borrower is in compliance with the terms and conditions
of  the  Loan  Documents  as  defined  herein.

3.   PAYMENT  OF  PRINCIPAL

     Principal  shall  be paid on May 16, 2002, which shall be the maturity date
of  this  Note.

4.   INTEREST,  PAYMENT  OF  INTEREST

     Interest  from  date  on  the outstanding unpaid principal balance shall be
calculated by multiplying the product of the principal amount and the applicable
rate set forth herein by the actual number of days elapsed, and dividing by 360.
"SouthTrust  Base  Rate", as used herein, is a reference rate established by the
Bank  for  use  in  computing  and  adjusting  interest, is subject to increase,
decrease  or  change  at the Bank's discretion, and is only one of the reference
rates  or  indices  that  the Bank uses. The Bank may lend to others at rates of
interest  at  or greater or less than, SouthTrust Base Rate or the rate provided
herein.  In  no event shall the rate of interest calculated hereunder exceed the
maximum amount allowed by law. Any principal amounts outstanding hereunder after
maturity  or default shall continue to bear interest at the rate, and calculated
in  the manner, set forth herein plus two percentage points (2%). The applicable
rate  hereunder  shall  be equal to two percentage points (2.0%) over SouthTrust
Base  Rate  from  time  to  time  prevailing  at  Bank.  Any change in said rate
resulting  from  a change in SouthTrust Base Rate shall take effect immediately.
Interest  shall  be  billed  and  paid  monthly  commencing  March  28,  2002.

5.    SECURITY
     Borrower  has given Bank, and this Note is secured in part by, that certain
Guaranty  dated  on  or about February 7, 2000. The Guaranty, and every security
agreement,  pledge,  assignment,  stock  power,  guaranty,  mortgage,  financing
statement,  deed  of trust, security deed, forbearance agreement, ship mortgage,
and/or  other  instrument,  covering  personal or real property which secures an
obligation  so  defined  as  to include the indebtedness hereunder are sometimes
collectively referred to as "Loan Documents". This Note also is secured by other
property  given  to  Holder  as collateral in other agreements from time to time
existing  between the Borrower and the Holder. Borrower acknowledges having read
and understood the Holder's rights under such separate agreements. References to
the  Loan  Documents and to such other agreements shall not affect or impair the
absolute  and  unconditional  obligation of the Borrower to pay the principal of
and  interest  on  this  Note  when  due.


                                       52
<PAGE>

     To  the  extent  permitted  by applicable law. Holder may, but shall not be
required  to,  apply  to  or  set  off  against any amount owed under this Note,
without notice to Borrower, any funds, credit or property held by, in transit to
or  in  possession  of,  Holder  for  the  account  of  any  Borrower.

6.   PURPOSE  OF  LOAN

     This  Note  evidences  a  loan  to be used by Borrower for business working
capital,  and  Borrower agrees to use the proceeds of this loan for the purposes
set  forth  herein,  and  to abide by the terms contained herein and in the Loan
Documents  as defined herein. Notwithstanding the foregoing, the Borrower hereby
represents and warrants to Bank that the money which is the subject of this loan
is  not  for  personal,  family,  household, or agricultural purposes within the
meaning  of  the  Federal  Truth-in-Lending  Act  or Regulation Z of the Federal
Reserve  Board  issued  pursuant  thereto, and that this loan is exclusively for
business  or  commercial  purposes  (other  than  agricultural  purposes).

7.   PREPAYMENT

     This  Note  may  be  prepaid  in  whole  or  in  part at any time without a
prepayment  charge.

8.   LATE  CHARGES  FOR  OVERDUE  PAYMENTS

     Any  scheduled  payment  of principal or principal plus interest in default
ten  (10)  days  or more will be subject to late charges of five percent (5%) of
such  scheduled  payment.  The  late  charge  shall not exceed $250 for any late
payment,  except  that  such  limitation  shall  be inapplicable if this Note is
secured  by  real  property.  The late charge shall be charged only once for any
late  payment.

9.   DEFAULT

     Any  one  or  more of the following events or conditions of Borrower (which
shall  mean  and  include any maker, endorser, surety or guarantor hereof) shall
constitute  a default under this Note: (a) failure to pay when due or to perform
or comply with any of the: (i) obligations or provisions under this Note and any
renewals,  modifications,  refinancings and extensions thereof, (ii) obligations
or  provisions  under  any  Loan  Document,  or  (iii)  other  obligations  and
indebtedness  of  Borrower  to  Holder  now  existing  or  hereafter incurred or
arising,  direct  or  indirect,  and  however  incurred  or  any  part  thereof
(collectively,  the  "Indebtedness"); or (b) if Holder deems itself insecure for
any  reason  and Borrower fails to deposit additional collateral satisfactory to
Holder.  Upon the happening of any one or more of said events of default, Holder
shall  have  the right at its election and without notice to Borrower to declare
the  full  amounts  of  principal,  interest and charges under this Note and all
other  Indebtedness  of  Borrower  to  Holder  immediately  due and payable with
interest  to  date.  No  delay  in  making such election shall be construed as a
waiver  of  the  right  to  make  such  election.  In  the event of the death or
insolvency  of  Borrower,  general  assignment  by,  judgment against, filing of
petition  in bankruptcy by or against, or the filing of application in any court
for a receiver for Borrower, or issuance of writ of garnishment or attachment in


                                       53
<PAGE>

a  suit  or  action  against  any  of the assets of Borrower, the full amount of
principal,  interest  and  charges under this Note and all other Indebtedness of
Borrower  shall immediately become due and payable with interest to date, unless
Holder  shall,  on  notice  of  such  event, elect to waive such acceleration by
written notation hereon. Upon any such acceleration, whether automatic or at the
election of Holder, both principal and accrued interest shall bear interest from
the  accelerated  date  of  maturity  at  the rate set forth in Section 4 above.

10.  WAIVERS;  COSTS  OF  COLLECTION;  MISCELLANEOUS

     Each  Borrower,  to  the  extent  not  prohibited  by  applicable  law  or
regulation,  hereby  severally  (a)  waives  as  to  this  debt  or any renewal,
modification, extension or refinancing thereof all rights of exemption under the
Constitution  or  laws  of  Alabama  or  any  other state as to real or personal
property;  (b) waives demand, presentment, protest, notice of protest, notice of
dishonor,  suit  against  any party and all other requirements necessary to hold
Borrower  liable  hereunder;  (c) agrees that time of payment may be extended or
renewal  notes taken or other indulgence granted without notice of or consent to
such  action and without release of liability as to any Borrower; and (d) agrees
to  pay  all  costs  of collecting or attempting to collect or secure this Note,
including  reasonable  attorneys'  fees.  This  Note  shall  be  governed by and
construed  in accordance with the laws of the State of Alabama. If any provision
of  this  Note  is or becomes invalid or unenforceable, the remaining provisions
shall  not  be affected thereby. Any change or modification of this Note must be
in  writing  signed  by  both  Holder  and  Borrower.

     Holder's  books and records showing the account between Holder and Borrower
shall  be  admissible  in evidence in any action or proceeding, shall be binding
upon  Holder and Borrower for the purposes of establishing the items therein set
forth  and  shall  constitute  prima  facie  proof  thereof.

     The  Holder shall not by any act, delay, omission or otherwise be deemed to
have  waived  any  of its rights or remedies, and no waiver of any kind shall be
valid against the Holder; unless in writing and signed by the Holder. All rights
and  remedies hereunder and under any statute or rule of law shall be cumulative
and  may  be  exercised  successively  or concurrently. BORROWER CONSENTS TO THE
JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN BIRMINGHAM, ALABAMA
AND  WAIVES  ANY  OBJECTION  WE  MAY HAVE BASED UPON IMPROPER VENUE OR FORUM NON
CONVENIENS  OR  TO  THE  CONDUCT  OF  ANY  PROCEEDINGS IN ANY SUCH COURT. IN ANY
JUDICIAL  PROCEEDING BROUGHT WITH RESPECT TO, RELATING TO, OR PERTAINING TO THIS
NOTE,  THE  LOAN  DOCUMENTS,  THE  INDEBTEDNESS, THE ADMINISTRATION, HANDLING OR
COLLECTION OF THE INDEBTEDNESS OR THE ACTIONS OF HOLDER, THE BORROWER WAIVES ANY
RIGHT TO TRIAL BY JURY. Borrower covenants and agrees that Borrower will furnish
Holder  a  prompt  written  notice of any action or inaction by Holder or any of
Holder's  agents  or attorneys in connection with this Note, the Loan Documents,
or  the  advances  or  obligations  thereunder,  that  may be actionable against
Holder,  Holder's  agents.  Holder's  attorneys,  or a defense to payment of the
Borrower's  obligations to Holder for any reason, including, but not limited to,


                                       54
<PAGE>

commission  of  a  tort  or violation of any contractual duty or duty implied by
law.  Borrower further agrees that, unless this notice is duly given as promptly
as possible (and in any event within ten (10) days) after Borrower has knowledge
or  with  the  exercise of reasonable diligence should have had knowledge of any
such  action  or inaction, Borrower will not assert, and shall be deemed to have
waived,  any  claim  or  defense  arising  therefrom.

     Singular  or  plural  words  used  herein  shall  be  taken to refer to the
undersigned,  whether one or more than one, and this Note shall bind each of the
undersigned,  jointly  and  severally.

11.   EXECUTION

     The  undersigned  have subscribed their names hereto without condition that
anyone  else  should sign or become bound hereon and without any other condition
whatever  being made. The provisions hereof are binding on the heirs, executors,
administrators,  assigns  and successors of each Borrower and shall inure to the
benefit of Bank, its successors and assigns, and every subsequent Holder of this
Note.  Borrower acknowledges receipt of a completed copy hereof and of any other
instrument  executed  by  Borrower  before this transaction is consummated. This
Renewal  Revolving  Promissory  Note constitutes a renewal of existing financing
and  is  not  a  novation  thereof.

     IN  WITNESS  WHEREOF,  the undersigned has caused this note to be executed,
sealed  and  delivered  in Birmingham, Alabama on this the 28th day of February,
2002.

     CAUTION: IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS NOTE BEFORE YOU SIGN
IT.

                                              BORROWER:
                                              SPECTRUM SCIENCES & SOFTWARE, INC.
                                              /s/  Donal  R.  Myrick
                                              Donal  R.  Myrick
[SEAL]                                        Its:   President


                                       55
<PAGE>

                              FORBEARANCE AGREEMENT


     SouthTrust  Bank, a state banking corporation (formerly known as SouthTrust
Bank,  N.A.  and SouthTrust Bank, National Association) (hereinafter referred to
as  the  "Bank"  or  "SouthTrust"),  Donal R. Myrick, a resident of the State of
Florida  ("Guarantor"),  and  Spectrum  Sciences  &  Software,  Inc.,  a Florida
corporation having its principal place of business at 91 Hill Avenue, Ft. Walton
Beach,  Florida  32548 (hereinafter referred to as the "Company") (Guarantor and
the Company are hereinafter collectively referred to as "Obligors") hereby enter
into  this  Forbearance  Agreement  (the  "Agreement")  on  this the 28th day of
February, 2002, and agree to the terms, conditions and recitals set forth below:

                                    RECITALS


     WHEREAS, on September 28, 2000, the Company executed that certain Revolving
Note  in  the maximum principal amount of $1,000,000.00 (hereinafter referred to
as  the  "First  $1,000,000  Line");  and

     WHEREAS,  on or about September 28, 2000, the Company executed that certain
Security  Agreement  granting  the  Bank  the  collateral described therein; and

     WHEREAS,  on  or  about September 28, 2000, Guarantor executed that certain
Guaranty  of  Payment,  pursuant  to  which he guaranteed repayment of the First
$1,000,000  Line  in addition to all other indebtedness from the Company to Bank
and

     WHEREAS,  as  of  February  27, 2002, the total amount due and owing on the
First  $1,000,000  Line  was  $995,694.94,  excluding interest and other charges
accruing  after  February 27, 2002, and attorneys' fees and costs of collection;
and

     WHEREAS,  on  or  about  July  30,  1999, the Company executed that certain
Revolving  Note  in  the  maximum  principal  amount of $1,000,000.00 to be paid
pursuant  to the terms and conditions set forth therein (hereinafter referred to
as  the  "Second  $1,000,000  Line");  and

     WHEREAS,  in  order  to  secure  payment of the Second $1,000,000 Line, the
Company  executed  that  certain Assignment of Contract, assigning the Company's
rights  under  that  certain  Contract  #  F-02604-99-CM001  by  56  Contracting
Squadron/Specialized  Flight,  which  has duly acknowledged said assignment; and

     WHEREAS,  on  or  about  July  30,  1999,  Guarantor  executed that certain
Guaranty  of  Payment,  pursuant  to which he guaranteed repayment of the Second
$1,000,000  Line in addition to all other indebtedness from the Company to Bank;
and


                                       56
<PAGE>

     WHEREAS,  the  current  balance  owed  on  the Second $1,000,000 Line as of
February  27,  2002,  was  $995,694.44,  excluding  interest  and  other charges
accruing  after  February  27,  2002, and excluding attorneys' fees and costs of
collection;  and

     WHEREAS,  on  or about February 23, 1999, the Company executed that certain
Revolving  Note  in the maximum principal sum of $100,000.00 to be paid pursuant
to  the  terms  and conditions set forth therein (hereinafter referred to as the
"$100,000  Note");  and

     WHEREAS,  on  or  about  March  9,  2000,  Guarantor  executed that certain
Guaranty  of Payment, pursuant to which he guaranteed repayment of the $ 100,000
Note  in  addition  to  all  other  indebtedness  from  the Company to Bank; and

     WHEREAS,  the  current balance owed on the $100,000 Note as of February 27,
2002,  was  $99,995.20,  excluding  interest  and  other  charges accruing after
February  27,  2002,  and excluding attorneys' fees and costs of collection; and

     WHEREAS,  on  or  about  July  30,  1999, the Company executed that certain
Installment  Note  in  the  original principal balance of $274,704.68 to be paid
pursuant  to the terms and conditions set forth therein (hereinafter referred to
as  the  "Equipment  Term  Note");  and

     WHEREAS,  on  or  about  July  30,  1999,  Guarantor  executed that certain
Guaranty  of Payment, pursuant to which he guaranteed repayment of the Equipment
Term  Note  in  addition to all other indebtedness from the Company to Bank; and

     WHEREAS, the current balance owed on the Equipment Term Note as of February
27,  2002,  was $199,212.03, excluding interest and other charges accruing after
February  27,  2002,  and excluding attorneys' fees and costs of collection; and

     WHEREAS,  on or about September 14, 1999, the Company executed that certain
Installment  Note  in the original principal balance of $1,691,151.31 to be paid
pursuant  to the terms and conditions set forth therein (hereinafter referred to
as  the  "Real  Estate  Note");  and

     WHEREAS,  in  order  to secure payment of the Real Estate Note, the Company
executed  that  certain  Assumption  in  which  the  Company assumed an existing
Mortgage  and  Security  Agreement  in favor of Bank recorded in OR Book 2172 at
Page  1606  in the Okaloosa County, Florida Clerk of Court, and which Assumption
was recorded in OR Book 2218 at Page 2655 in said Probate Office (which mortgage
was amended and increased by instrument recorded in OR Book 2224 at Page 1732 in
said  Probate  Office);  and

     WHEREAS,  on  or  about September 14, 1999, Guarantor executed that certain
Guaranty  of  Payment,  pursuant  to  which  he guaranteed repayment of the Real
Estate  Note in addition to all other indebtedness from the Company to Bank; and


                                       57
<PAGE>

     WHEREAS,  the  current  balance owed on the Real Estate Note as of February
27, 2002, was $1,615,511.73, excluding interest and other charges accruing after
February  27,  2002,  and excluding attorneys' fees and costs of collection; and

     WHEREAS,  on  or about December 15, 1999, the Company executed that certain
Installment  Note  in  the  original principal balance of $198,900.00 to be paid
pursuant  to the terms and conditions set forth therein (hereinafter referred to
as  the  "$198,900  Note");  and

     WHEREAS,  in  order  to  secure  payment  of the $198,900 Note, the Company
executed  that  certain  Mortgage  granting  the  Bank  the collateral described
therein,  which  was recorded in OR Book 2234, at Page 1776 in the office of the
Clerk  of  Court  of  Okaloosa  County,  Florida;  and

     WHEREAS,  the  current balance owed on the $198,900 Note as of February 27,
2002,  was  $194,989.97,  excluding  interest  and  other charges accruing after
February  27,  2002,  and excluding attorneys' fees and costs of collection; and

     WHEREAS,  on  or  about February 7, 2000, the Company executed that certain
Revolving  Note  in  the  maximum  principal  balance  of $145,000.00 to be paid
pursuant  to the terms and conditions set forth therein (hereinafter referred to
as  the  "$145,000  Note");  and

     WHEREAS,  the  current balance owed on the $145,000 Note as of February 27,
2002,  was  $128,520.75,  excluding  interest  and  other charges accruing after
February  27,  2002,  and excluding attorneys' fees and costs of collection; and
WHEREAS,  the  above-described  documents,  together  with  any  and  all  other
documentation  executed  in connection with the extension of the loans described
above,  are  hereinafter  collectively  referred to as the "Loan Documents"; and

     WHEREAS,  the  First  $1,000,000  Line,  the  Second  $1,000,000  Line, the
$100,000 Note, the Equipment Term Note, the Real Estate Note, the $198,900 Note,
and  the  $145,000  Note  (as  the  same  may  be  renewed,  extended, modified,
refinanced,  or increased from time to time) are collectively referred to herein
as the "Notes" and individually a "Note", and the indebtedness evidenced by each
Note  is  referred  to  as  a  "Loan";  and

     WHEREAS,  the Obligors are in default under the terms and conditions of the
First  $1,000,000 Line, the Second $1,000,000 Line and the $145,000 Note and the
terms  and  conditions  of  the  Loan  Documents;  and

     WHEREAS,  SouthTrust  now  has  the right to foreclose on its collateral or
proceed  to  seek  to  collect  the debt owed to it by legal process, or through
other  remedies  available  to it pursuant to the agreements between the parties
and  the  laws  of  the  States  of  Florida,  Alabama  and  Arizona;  and


                                       58
<PAGE>

     WHEREAS,  the  parties  have  entered  into  an agreement pursuant to which
SouthTrust will forbear from foreclosing on its mortgage and security interests,
or  taking  other  efforts  to  seek to collect its debt in exchange for certain
consideration  extended  by  the  Obligors  as  set  forth  below.

     Now,  therefore,  the  Bank  and  the  Obligors  agree  as  follows:

                                    AGREEMENT

          1.  SouthTrust  hereby  agrees  to  forbear  from  foreclosing  on its
     mortgage  or security interests or taking other action to collect the debts
     owed  to  if  from  this  date  until May 16, 2002, so long as the Obligors
     comply  with  the  terms  and  conditions  of  this  Agreement and the Loan
     Documents  as  described  hereinabove.

          2.  Obligors  hereby acknowledge, understand and agree that a material
     consideration  for  such  forbearance is to allow Obligors to refinance the
     Borrower's  debt  with  another  institution.

          3.  Contemporaneously  with  the  execution  of  this  Agreement,  the
     Obligors  shall  make  a  payment  bringing  current all accrued but unpaid
     interest  and  other  charges, including but not limited to attorneys' fees
     and additional expenses incurred in the preparation and negotiation of this
     Agreement,  on  the  Notes.

          4.  The  Company  shall execute renewal notes for the First $1,000,000
     Line, the Second $1,000,000 Line, the $145,000 Note, and the $100,000 Note,
     each  of  which shall constitute a "Loan" as defined above, but which shall
     not  work  a  novation  thereof.

          5. The Company shall execute any and all documents necessary to pledge
     a  second  position  security  interest  or ship's mortgage on that certain
     vessel  (describe)  to  secure  all  of  the  Company's  indebtedness  to
     SouthTrust,  and  shall  provide evidence of insurance on the vessel naming
     Bank  as  second  loss  payee.

          6.  Notwithstanding  anything  contained  in the Loan Documents to the
     contrary,  aggregate  outstandings  under the First $1,000,000 Line and the
     Second  $1,000,000  Line shall not at any time exceed the sum of (i) 80% of
     the  net  amount of the Company's Eligible Receivables, and (ii) 50% of the
     cost  of the Company's inventory (less work-in-process) as shall be free of
     all  liens  and  encumbrances  (other than SouthTrust's security interest).


                                       59
<PAGE>

          "Eligible  Receivables"  are  defined  as  those  receivables  of  the
     Company's,  which  (i) represent bona fide obligations of its customers who
     a)  are  carrying  on  their  business, b) are not insolvent, c) are not in
     bankruptcy,  d) are not conducting a bulk sale of their assets, e) have not
     made  a general assignment for the benefit of creditors, f) have not called
     a  meeting of creditors or attempted to secure from its creditors a general
     extension,  g)  have  not had a receiver appointed for them, and h) are not
     affiliates  of  the  Company; (ii) are not owing from the customer for more
     than  ninety  (90) days from the date of invoice irrespective of the reason
     therefor;  (iii)  arise  out  of the sale of the Company's Inventory in the
     ordinary  course  of its business; (iv) are free and clear of all liens and
     encumbrances  (except  for  Bank's security interest); (v) are owing to the
     Company  without  dispute, offset or counterclaim; (vi) the customer has or
     will  accept the goods rendered without dispute or claim in any respect and
     will  pay  the  invoice  therefor  in  full  at its stated maturity without
     deduction  of  any  kind,  nature  or description whatsoever; and (vii) the
     customer is domiciled within the United States, (or if not domiciled within
     the  United States, is guaranteed by a domestic letter of credit acceptable
     to  Bank).

          Provided,  however,  that  if  any  receivables  from  any  one of the
     Company's  customers shall be more than 35% of its total receivables, or if
     it shall have a payment date of more than 30 days from the date of invoice,
     it  must  have  Bank's  prior  written  approval  to  qualify as a Eligible
     Receivable.

          If  any of the Company's receivables shall arise out of contracts with
     the  United  States  of  America  or  any  state  thereof  or any political
     subdivision, department, agency or instrumentality of such federal or state
     government,  the  Company  will  immediately  notify Bank in writing and in
     order  for this receivable to qualify as a Eligible Receivable, the Company
     will,  in  addition  to  the  requirements  and conditions set forth above,
     execute  any instruments and take any action required by Bank in order that
     all  monies  due or to become due under such contracts shall be assigned to
     Bank  and notice thereof given to such federal government under the Federal
     Assignment  of  Claims  Act,  or  in  the  case of a state statute or local
     ordinance  analogous  to  said Claims Act, to such state government, or the
     appropriate  political subdivision, and Bank is hereby expressly authorized
     as the Company's agent to execute any such instruments and to take any such
     action.

          7.  Guarantor  and  the  Company  each expressly agree that all of the
     Loans  are hereby cross-defaulted with one another, and Obligors agree that
     the  occurrence  of  an Event of Default as defined in, and pursuant to any
     one  of  the  Notes or the Loan Documents pertaining to such Loan, which is
     not  cured within applicable grace or curative periods, shall constitute an
     immediate Event of Default (without need of notice or the expiration of any
     additional  cure  period other than specified in such Loan Documents) under
     the  other  Notes  and  Loan  Documents.

          8.  Guarantor  and  the  Company  each expressly agree that all of the


                                       60
<PAGE>

     Loans  are hereby cross-collateralized with one another, and Obligors agree
     that  the  collateral described in each of the Loan Documents shall secure,
     in  addition  to  the  Loan  it relates to, on a pari passu basis with each
     other  Loan,  the  obligations  of Obligors under the other Loan Documents,
     including,  without  limitation,  the  Company's  obligation  to  pay  the
     principal  and  interest  on  each  of  the  other  Loans,  as the same may
     hereafter  be  renewed, modified, amended or extended, and to pay all other
     indebtedness  and  other agreed charges and to perform all of the terms and
     conditions  under  the  other  Loan  Documents.

          9. The Obligors and each of them shall provide SouthTrust with current
     financial  statements  within  30  days of the execution of this Agreement,
     including  but  not  limited to balance sheets, income statements, detailed
     agings  of  accounts  receivable and accounts payable, detailed listings of
     all  inventory,  and  a  description  of  all  related  liens held by other
     entities  and  the  collateral  against which the entity has such lien, and
     itemizations  of  all real estate in which the Obligors own an interest. In
     addition,  the  Obligors  shall  provide  the Bank with any other financial
     information  requested  by Bank on or within seven (7) days of any request.

          10.  The Bank shall have no duty to make any further advances or loans
     to  any  of the Obligors. Obligors shall execute any and all additional and
     other  documents  or  certifications  reasonably required by Bank or Bank's
     counsel  to  carry out the terms of this Agreement and all other agreements
     executed  by  Obligors  or any one of them in favor of Bank, and to protect
     the  Bank's  security  interest  in  the  collateral  as described therein.

          11.  Bank  has not waived and it not now waiving (nor is anyone acting
     on  its behalf) any such default on Obligors' part under the Loan Documents
     or  the  Notes,  and  no  act  or  omission  by Bank or on its behalf shall
     constitute or be construed as a waiver of any past or presently existing or
     hereafter  arising  default  (whether  or  not similar to Obligors' past or
     present  conduct),  nor  as a waiver or modification of any remedies now or
     hereafter  available  to  Bank.  Without  limiting  the  generality  of the
     foregoing.  Bank  specifically  reserves  the  right  to  insist  on strict
     compliance  with the terms of the Loan Documents, the Notes, this Agreement
     and  all  ancillary  agreements  at  any  time,  the  Obligors  expressly
     acknowledge  hereby  such  reservation  of  rights.

          12.  Obligors  hereby  waive,  relinquish  and  release  all  claims,
     counterclaims,  causes  of  action and defenses of every kind or nature, at
     law  or  in  equity,  whether  known  or unknown, liquidated or contingent,
     foreseen  or unforeseen, in contract, torn or otherwise, now or arising out
     of  or  relating  to any agreement, transaction or dealing between Obligors
     (on  or  before the date if this Agreement) and hereby release Bank and its
     stockholders,  directors,  officers,  employees,  attorneys  and  agents in


                                       61
<PAGE>

     respect  of  any such claims, counterclaims, causes of action and defenses.
     Without  limiting  the  generality  of  the  foregoing,  Obligors  have  no
     defenses,  counterclaims,  right  of  offset  or  similar  rights or claims
     against  Bank.  Obligors  also  agree that Bank shall be entitled to relief
     from  any  automatic  stay imposed by Section 362 of Title 11 of the United
     States  Code,  as  amended  or otherwise, on or against the exercise of the
     rights  and  remedies  otherwise  available to Bank under this or any other
     agreement,  and as otherwise provided by law, and Obligors hereby waive the
     benefits of such automatic stay and consent and agree to raise no objection
     to  such  relief.

          13.  All  of  the other terms and conditions of the Loan Documents are
     hereby  ratified and shall remain the same and continue to be in full force
     and  effect,  except  as  expressly modified herein. Time is of the essence
     under  this  Agreement  and the Loan Documents. The terms and conditions of
     that certain letter from Bank to the Company dated on or about February 21,
     2002,  which  the  Company  accepted,  are  incorporated  herein  by  this
     reference,  and  are  made  a  part  hereof.

          14.  THE  VALIDITY,  INTERPRETATION,  ENFORCEMENT  AND  EFFECT OF THIS
     AGREEMENT  SHALL  BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
     OF  THE STATE OF ALABAMA. THE BANK'S PRINCIPAL PLACE OF BUSINESS IS LOCATED
     IN  JEFFERSON  COUNTY  IN THE STATE OF ALABAMA, AND THE OBLIGORS AGREE THAT
     THIS  AGREEMENT  SHALL  BE  DELIVERED  TO AN HELD BY BANK AT SUCH PRINCIPAL
     PLACE  OF BUSINESS, AND THE HOLDING OF THIS AGREEMENT BY BANK THEREAT SHALL
     CONSTITUTE  SUFFICIENT  MINIMUM  CONTACTS OF OBLIGORS WITH JEFFERSON COUNTY
     AND  THE  STATE  OF ALABAMA FOR THE PURPOSE OF CONFERRING JURISDICTION UPON
     THE  FEDERAL  AND STATE COURTS PRESIDING IN SUCH COUNTY AND STATE. OBLIGORS
     HEREBY CONSENT THAT ANY LEGAL ACTION OR PROCEEDING ARISING HEREUNDER MAY BE
     BROUGHT  IN  THE  CIRCUIT  COURT OF THE STATE OF ALABAMA, JEFFERSON COUNTY,
     ALABAMA  OR  THE  UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
     ALABAMA  AND  ASSENT  AND  SUBMIT  TO THE PERSONAL JURISDICTION OF ANY SUCH
     COURT  IN ANY ACTION OR PROCEEDING INVOLVING THIS AGREEMENT. NOTHING HEREIN
     SHALL  LIMIT THE JURISDICTION OF ANY OTHER COURT. OBLIGORS HEREBY WAIVE ANY
     RIGHT  THEY  MAY  HAVE TO TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF,
     DEMAND,  ACTION OR CAUSE OF ACTION (A) ARISING OUT OF OR IN ANY WAY RELATED
     TO  THIS  AGREEMENT  OR  THE  LOANS,  OR  (B)  IN ANY WAY CONNECTED WITH OR
     PERTAINING  OR  RELATED  TO  OR  INCIDENTAL  TO ANY DEALINGS OF BANK AND/OR
     BORROWER  WITH  RESPECT  TO  THE  LOAN


                                       62
<PAGE>

     DOCUMENTS OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, OR THE CONDUCT
     OR  THE  RELATIONSHIP  OF THE PARTIES HERETO, IN ALL OF THE FOREGOING CASES
     WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN CONTRACT,
     TORT  OR  OTHERWISE.  OBLIGORS  AGREE  THAT  BANK  MAY  FILE A COPY OF THIS
     AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND
     BARGAINED  AGREEMENT  OF OBLIGORS IRREVOCABLY TO WAIVE THEIR RIGHT TO TRIAL
     BY  JURY  AS AN INDUCEMENT OF BANK TO MAKE THE LOANS TO BORROWER, AND THAT,
     TO  THE  EXTENT  PERMITTED  BY  APPLICABLE LAWS, ANY DISPUTE OR CONTROVERSY
     WHATSOEVER (WHETHER OR NOT MODIFIED HEREIN) BETWEEN BORROWER AND BANK SHALL
     INSTEAD  BE  TRIED  IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
     WITHOUT A JURY.

     Obligors  acknowledge  receipt  of  a completed copy hereof and of all Loan
Documents  as  defined  herein  before  this  transaction  is  consummated.

     IN  WITNESS WHEREOF, the Obligors have caused this Agreement to be properly
executed  as  of  the  date  set forth above.

                                              SPECTRUM SCIENCES & SOFTWARE, INC.

                                              By: /s/  Donal  R.  Myrick
                                              Its:    President
                                              Donal  R.  Myrick   (individually)


                                       63
<PAGE>

STATE  OF  FLORIDA  )
OKALOOSA  COUNTY    )

     I,  Pamela  D. Tolar, a Notary Public in and for said County in said State,
hereby  certify  that  Donal  R.  Myrick,  whose  name  as President of Spectrum
Sciences  &  Software,  Inc., an Florida corporation, is signed to the foregoing
instrument,  and  who  is  known to me, acknowledged before me on this day that,
being  informed of the contents of said instrument, he as such officer, and with
full  authority,  executed  the  same  voluntarily  for  and  as the act of said
corporation.

     Given  under  my  hand  and  official  seal this 28th day of February 2002.

          PAMELA  D.  TOLAR
          MY  COMMISSION  #  cc  805757      Notary  Public
          EXPIRES:  February  1,2003         My Commission Expires: Feb. 1, 2003
          Bonded  Thru  Notary  Public  Underwriters


STATE  OF  FLORIDA  )
OKALOOSA  COUNTY    )

     I,  Pamela  D. Tolar, a Notary Public in and for said County in said State,
hereby  certify  that  Donal  R.  Myrick,  whose name is signed to the foregoing
instrument,  and  who  is  known to me, acknowledged before me on this day that,
being  informed  of  the  contents  of  said  instrument,  he  executed the same
voluntarily  on  the  day  the same bears date.

     Given  under  my  hand  and  official seal this 28th day of February, 2002.

          /s/  PAMELA  D.TOLAR
          MY  COMMISSION  #  cc  805757      Notary  Public
          EXPIRES:  February  1,2003         My Commission Expires: Feb. 1, 2003
            Bonded  Thru  Notary  Public  Underwriters


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