Exhibit 10.1


Sean D. Clancey, Esquire
Santerre & Vande Krol, Ltd.
7333 E. Doubletree Ranch Road
Suite 200
Scottsdale, Arizona 85258


                           SECURITY AGREEMENT (ASSETS)

     This  Agreement  is entered this 1st day of October,  2001,  by and between
CIRCUIT SOURCE  INTERNATIONAL,  INC.  ("Debtor"),  WILLIAM C. MALONE,  ("Secured
Party"), and AVANTI CIRCUITS, INC. ("Corporation").

     1.  Definitions.  When used  herein,  the  following  terms  shall have the
following meanings:

          a. "Account  Receivable"  shall  include any and all accounts,  notes,
drafts and general  intangibles  consisting  of rights to  payment,  whether now
existing or hereafter arising or acquired, all as defined in the Arizona Uniform
Commercial Code.

          b.  "Account  Debtor"  shall  mean any party who is  obligated  on any
Account Receivable.

          c.  "Equipment"  shall mean all  equipment,  furniture and fixtures of
Corporation including,  without limitation,  certificated Motor Vehicles (herein
so called) and other certificated or uncertificated moveable equipment.

          d.  "General   Intangibles"  means  all  contract  rights  or  general
intangibles of Corporation  not  constituting an Account  Receivable  including,
without limitation, all of Corporation's right, title and interest in and to any
and all construction draws,  construction accounts, loan commitments,  rights to
payment  or other  rights of  Corporation  to draw upon  sources of cash flow or
other similar items caused by or arising out of Corporation's  general course of
contracting or other business as now or hereafter conducted.

          e. "Inventory" shall mean all goods.  merchandise,  and other personal
property,  now owned or  hereafter  acquired  by  Corporation,  held for sale or
lease, or furnished or to be furnished under any contract of service. or held as
raw materials,  work in process, or materials used or consumed, or to be used or
consumed,  in  business.

          f. "Note" means that certain  promissory  note dated October __, 2001,
executed  by  Debtor  in  favor of  Secured  Parry in the  principal  amount  of
$2,000,000.00  and bearing  interest at the rate of 10% per annum until paid.  A
copy of the Note is attached hereto as Exhibit "A" and made a part hereof.

     2.  Grant of  Security  Interest  Collateral.  To  secure  the  Obligations
described in paragraph 3, Debtor (as the owner of all of the  outstanding  stock
of Corporation)  and Corporation  hereby assign to Secured Party all of Debtor's
and  Corporation's  rights in  connection  with,  and grant to  Secured  Party a
security interest in, the following personal property ("Collateral"):

          a. All  Inventory of  Corporation  now owned or hereafter  acquired by
Corporation;

          b. All General  Intangibles of  Corporation  now existing or hereafter
arising or acquired;

          c. All Accounts  Receivable of  Corporation  now existing or hereafter
arising or acquired;
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          d. All  Equipment of  Corporation  now owned or hereafter  acquired by
Corporation;

          e. All financial or other records used in the business of Corporation;

          f. All  proceeds  of the  foregoing,  including  all  proceeds  of any
insurance covering the Collateral; and

          g. Any other  personal  property of  Corporation  in the possession of
Secured Party at the time of any default by Corporation.

     3. Obligations. Debtor and Corporation will receive a material benefit from
the  execution  of the Note.  Debtor and  Corporation  are willing to pledge and
grant a security  interest in Corporation's  assets as security for the Note. By
its  execution  and  delivery  hereof;  Corporation  agrees to grant a  security
interest  in its assets to secure  prompt  performance  of the Note,  all as set
forth   herein.   Therefore,   the   obligations   secured  by  this   Agreement
("Obligations") are the following:

          a. Any and all sums due to Secured Party, pursuant to the terms of the
Note and any and all obligations of Debtor (monetary or non-monetary) to Secured
Party  under or  pursuant  to any other  documents  or  instruments  executed by
Debtor, or which are given as security there for,

          b. Any and all sums advanced by Secured Party in order to preserve the
collateral or to perfect its security interest in the Collateral;

          c. In the event of any  proceeding  to enforce the  collection  of the
Obligations, or any of them, after default, the reasonable expenses of retaking,
holding,  preparing  for sale or lease,  selling or  otherwise  disposing  of or
realizing on the  Collateral,  or of any exercise by Secured Party of its rights
in the event of default,  together  with  reasonable  attorneys'  fees and court
costs; and

          d. Any other  indebtedness  or liability  of Debtor to Secured  Patty,
whether direct or indirect,  joint or several,  absolute or  contingent,  now or
hereafter  existing,  while  this  Agreement  is in effect,  however  created or
arising and however evidenced.

     4. Representations Warranties, and Promises. Debtor and Corporation further
represent, warrant and agree:

          a.  Corporation is the owner of the Collateral and grants the security
interest herein in consideration of the execution and delivery of the Note.

          b. Neither  Debtor nor  Corporation  will  hereafter  grant a security
interest in, or sell the Collateral to, any other person,  firm or  corporation,
without Secured Party's consent except as permitted herein

          c.  Debtor and  Corporation  will at all times  defend the  Collateral
against any and all claims of any person adverse to the claims of Secured Party.

          d.  Debtor and  Corporation  will take such  action and  execute  such
documents as Secured Party may from time to time request to maintain a perfected
security  interest on the part of Secured Party in the  Collateral  (free of all
other liens and claims whatsoever  except as permitted  pursuant to paragraph 16
below) to secure payment of the Obligations.  Without limiting the generality of
the  foregoing,  Debtor and  Corporation  shall  execute  appropriate  financing
statements for filing in the office of the Secretary of State of Arizona and any

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other  appropriate  governmental  bodies  and  shall  execute  and  deliver  all
documents  necessary  to  perfect a  security  interest  in,  and shall  deliver
appropriate  certificates  of title for notation of Secured Party's lien on, any
Motor Vehicles of Corporation.

          e. Debtor and  Corporation  will use the Collateral in conformity with
all applicable laws and will pay all taxes and assessments on it or its use when
due.

          f. Debtor and Corporation  have full power and authority to enter into
this Agreement.

          g. In case of failure by Debtor or  Corporation to procure or maintain
insurance.  or to  maintain  the  Collateral,  or to pay any fees,  assessments,
charges  or  taxes  arising  with  respect  to the  Collateral,  all  as  herein
specified,  Secured Party shall have the right,  but shall not be obligated,  to
effect such  insurance,  or cause the Collateral to be  maintained,  or pay such
fees,  assessments,  charges or taxes,  as the case may be,  and, in that event,
tire cost thereof  shall be payable by Debtor and  Corporation  to Secured Party
immediately  upon demand  together with interest at the rate of fifteen  percent
(15%) from the date of  disbursement  by Secured Party to the date of payment by
Debtor or Corporation,

          h. The Collateral will be kept free from any lien,  security interest,
encumbrance  or other  right,  title or  interest of any other  person,  firm or
corporation  created on or after the  effective  date  hereof  except a superior
encumbrance in favor of Heritage Bank in an amount not to exceed  $600,000.00 as
described in paragraph 16 below.

          i.  Debtor  and  Corporation  shall  keep in full force and effect all
policies of insurance in place as of the date hereof  covering the Inventory and
Equipment. Debtor and Corporation shall not alter, cancel or permit to lapse any
of such policies of insurance.  The proceeds of any insurance from loss,  theft,
or damage to the Inventory and  Equipment  shall be held,  disbursed and applied
toward the repair,  restoration  or  replacement  of the Inventory and Equipment
with Inventory and Equipment of comparable nature and value. If the proceeds are
not so used, they shall be disbursed to reduce the balance of the Obligations.

          j. All Inventory and Equipment  covered by this Agreement is. and will
be, kept, all records concerning Accounts Receivable are, and will be, kept, and
Corporation's  principal  business office is located at 17650 North 25th Avenue,
Phoenix,  Arizona.  Inventory and Equipment or records  concerning  the Accounts
Receivable or concerning or constituting  the General  Intangibles  shall not be
removed to, or kept at, any other place  without  the prior  written  consent of
Secured Party.  If Collateral is at any time kept or located at locations  other
than those  above  listed,  Secured  Party's  security  interest  therein  shall
continue.

          k. At the time an Account  Receivable  becomes  Collateral  under this
Agreement,  the  Account  Receivable  will be a  valid,  undisputed,  bona  fide
indebtedness  incurred by the Account Debtor for merchandise sold to or services
performed  for the Account  Debtor by  Corporation.  There will be no setoffs or
counterclaims  against any such Account  Receivable.  No  agreement  under which
deduction or discount  (other than a reasonable  and ordinary trade discount for
prompt  payment) may be claimed or will be made with an Account  Debtor,  except
with the prior written consent of Secured party.

          l. Upon  reasonable  advance  notice from  Secured  party,  Debtor and
Corporation  will permit  Secured Party to inspect the  Collateral and any books
and records of Corporation relating thereto at any reasonable time and to verify
Accounts Receivable, or any of them, by a method satisfactory to Secured Party

     5.  Right of  Secured  Party to  Collect  Accounts  Receivable.  Debtor and
Corporation  authorize  Secured  Party to notify any and all Account  Debtors if
Debtor or  Corporation  is in default  hereunder  to make  payment  directly  to
Secured  Party.  From and after an Event of Default (as  defined in  paragraph 7
below) Debtor and  Corporation  agree to deliver to Secured Party  promptly upon
receipt  thereof,  in the form in which  received  (together  with all necessary
endorsements), all payments received by Debtor and Corporation on account of any
Account  Receivable.  Secured  Party  may apply all such  payments  against  the
Obligations.

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     6.  Authorization to Sell Inventory.  As long as Debtor and Corporation are
not in default  hereunder,  Corporation  may sell its  Inventory in the ordinary
course of its business.

     7. Events of Default. Debtor and Corporation shall be in default under this
Agreement (an "Event of Default")  upon the occurrence of any one or more of the
following events or conditions:

          a.  Nonpayment  of  any  of  the  Obligations  when  due,  whether  by
acceleration or otherwise,  or  nonperformance  of any promise made by Debtor or
Corporation in this Agreement or in the Obligations;

          b.  Breach  of any  wananty  made by  Debtor  or  Corporation  in this
Agreement,  or the failure of Debtor or Corporation to comply with the terms and
conditions of the Heritage Bank loan referred to in paragraph 16 below;

          c.  Any  misrepresentation  made  by  Debtor  or  Corporation  in this
Agreement or in any document furnished by Debtor or Corporation,  or on Debts of
or Corporation's  behalf,  to Secured Party in connection with this Agreement or
the Collateral;

          d. Use of the Collateral in violation of any statute or ordinance;

          e. Any event which results in the  acceleration of any indebtedness of
Corporation  to any  party  or  parties  under  any  undertaking  by  Debtor  or
Corporation of any kind;

          f. The creation of any  encumbrance  upon the Collateral not permitted
herein or the making of any levy,  judicial  seizure,  or attachment  thereof or
thereon;

          g. Any material loss,  theft,  damage to, or destruction of any of the
Collateral  which is uninsured or results from the  negligent or willful acts or
omissions of Debtor,

          h. Dissolution.,  termination of existence, or insolvency of Debtor or
Corporation; or

          i. The  appointment  of a  receiver  for any part of the  property  of
Debtor or Corporation, the making by Debtor or Corporation of any assignment for
the benefit of creditors,  or the initiation by or against Debtor or Corporation
of any proceeding under the Federal Bankruptcy Act or any state insolvency law

     8. Rights of Parties upon  Default.  In the event of a default by Debtor or
Corporation,  in addition to all the rights and remedies provided in the Uniform
Commercial  Code,  as adopted by the State of Arizona  and any other  applicable
law, Secured Party may (but is under no obligation so to do):

          a. Take  physical  possession of Inventory and Equipment and of Debtor
or  Corporation's  records  pertaining  to the  Collateral  (whether  Inventory,
Accounts  Receivable or General  Intangibles)  which are necessary to administer
properly  and control the  Collateral  or the  handling  and  collection  of the
Accounts  Receivable and sell,  lease or otherwise  dispose of the Collateral in
whole  or in  part,  at  public  or  private  sale,  on or off the  premises  of
Corporation;

          b. Require Debtor and  Corporation to assemble the Collateral to which
Debtor or  Corporation  has or is  entitled  to  possession  at a location to be
determined by Secured Party;

          c.  Collect  any and all  money due or to become  due and  enforce  in
Debtor's or Corporation's name all rights with respect to the Collateral;

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          d.  Settle,  adjust or  compromise  any  dispute  with  respect to any
Account Receivable; or

          e. On behalf of Corporation,  endorse  checks,  notes,  drafts,  money
orders, instruments or other evidence of payment

     9.  Notice.  Any notice of any sale,  lease,  other  disposition,  or other
intended action by Secured Party shall be deemed  reasonable if it is in writing
and  deposited  in the  United  States  Mails  ten (10) days in  advance  of the
intended  disposition or other intended action, first class postage prepaid, and
addressed  to Debtor and  Corporation,  at the address set forth  below,  or any
other address designated ma written notice by Debtor and Corporation  previously
received by Secured Party

     10. Cumulative Remedies Waiver.

          a. Any and all remedies  herein  expressly  conferred upon the Secured
Party shall be deemed  cumulative  with,  and not exclusive of, any other remedy
conferred  hereby or by law on the Secured  Party,  and the  exercise of any one
remedy shall not preclude the exercise of any other.

          b.  Failure of the Secured  Party to  exercise  any rights it may have
upon Debtor's or Corporation's breach hereof or upon Debtor's default in payment
of the  Promissory  Note secured  hereby shall not release Debtor or Corporation
from any of its obligations  hereunder or under such  indebtedness,  unless such
waiver or release  be  expressed  in writing  signed by the  Secured  Party.  In
addition,  the waiver by the Secured  Party of any breach  hereof for default in
payment of the Promissory  Note secured hereby shall not be deemed to constitute
a waiver of any  succeeding  breach or  default  By  exercising  or  failing  to
exercise any of the options or elections  contained in this Security  Agreement.
The  Secured  Party  shall not be deemed to have waived any breach or default on
the part of Debtor or Corporation.

          c. Debtor and Corporation hereby waives any rights or privileges which
it or its creditors might otherwise have to require the Secured Party to proceed
against the assets  encumbered  hereby in any particular  order or fashion under
any legal or equitable  doctrine or principle of marshaling  and/or  suretyship,
and further agrees that upon default,  the Secured Party may proceed to exercise
any or all remedies with regard to any or all assets  encumbered  hereby in such
manner and order as the Secured Party, in his sole discretion, may determine.

     11.  Duration.  This  Agreement  shall remain in effect from the date first
above mentioned until all of the Obligations have been fully satisfied.

     12. Assigns. This Agreement and all rights and liabilities hereunder and in
and to any and all  Collateral  shall inure to the benefit of Secured  party and
its  successors  and assigns,  and shall be binding on Debtor,  Corporation  and
their respective successors and assigns.

     13.  Definition of terms. The terms and provisions  contained herein shall,
unless the context  otherwise  requires,  have the meaning and be  construed  as
provided in the Uniform Commercial Code, as adopted by the State of Arizona.

     14.  Construction  of Agreement.  Any provision  hereof which may be deemed
invalid or unenforceable under any applicable laws or a governmental  regulation
shall be deemed to be omitted  herefrom or shall be deemed to be  modified  such
that  it  will  comply  with  such  law  or   regulation.   The   invalidity  or
unenforceability  of any provision  contained  herein shall not  invalidate  the
remaining provisions of this Security Agreement

     15.  Modification.  No modification of this Security  Agreement,  except as
provided in  paragraph  14 herein,  or waiver of any  provision  hereof shall be
deemed  effective  unless in writing and signed by all parties  hereto,  and any
waiver granted shall not be deemed  effective except for the instance and in the
circumstances particularly specified therein.

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     16. Subordination. The Security Agreement granted herein shall constitute a
first-position  purchase money security interest  notwithstanding the foregoing,
the  security  interest  granted  herein  shall be  subordinate  to the security
interest of Heritage  Bank in and to the  Collateral  in an amount not to exceed
$600,000.00.


ADDRESS.                                 "DEBTOR"

_____________________                    CIRCUIT SOURCE INTERNATIONAL, INC.
_____________________

                                         By:  /s/ James Keaton
                                              ------------------------
                                         Its: President
                                              ------------------------


ADDRESS.                                 "SECURED PARTY"

                                         WILLIAM C. MALONE

                                         "CORPORATION"

                                         AVANTI CIRCUITS, INC.


                                         By:  /s/ William C. Malone
                                              ------------------------
                                         Its: President
                                              ------------------------

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                                   EXHIBIT "A"
                            (ATTACH COPY OF THE NOTE)