Exhibit 10.3


Sean D. Clancey, Esq.
SANTEBRE & VANDE KROL, LTD.
7333 E. Doubletree Ranch Rd.
Suite 200
Scottsdale, Arizona 85258


                           SECURITY AGREEMENT - PLEDGE

THIS  SECURITY  AGREEMENT - PLEDGE,  made this 1st day of October  2001,  by and
between CIRCUIT SOURCE  INTERNATIONAL,  INC., a Nevada corporation,  ("Pledgor")
and WILLIAM C. MALONE ("Pledgee").

                                    RECITALS

     A.  Pursuant to that certain  Stock  Purchase  Agreement  dated October 1st
2001,  between the Pledgor and the Pledgee ("Purchase  Agreement"),  Pledgor has
purchased from Pledgee Six Thousand Twenty (6,020) shares of common voting stock
of AVANTI  CIRCUITS,  INC.,  an  Arizona  corporation  ("Corporation")  owned by
Pledgee. As consideration for such stock purchased by Pledgor under the Purchase
Agreement, Pledgor executed that certain promissory note in the principal amount
of Two Million and No/l00 Dollars ($2,000,000.00) (the "Note"); and

     B. Pursuant to the terms of the Purchase Agreement,  Pledgor is required to
pledge all of the shares of stock so purchased  pursuant thereto as security for
the payment and performance of the Obligations (as defined herein).

     NOW THEREFORE,  in consideration of the mutual promises  contained herein,
and other good and valuable  consideration,  receipt and sufficiency of which is
hereby expressly acknowledged and confessed by Pledgor, the parties hereto agree
as follows:

     1. Pledge.

          a. In order to secure the due and punctual  payment and performance of
all debts,  liabilities and  obligations  evidenced by or arising under the Note
and this Security Agreement - Pledge,  including any modifications,  extensions,
renewals,   replacements  or  restatements   thereof  (herein   referred  to  as
"Obligations"),  Pledgor  hereby  pledges and grants to Pledgee and to Pledgee's
successors and assigns, the following collateral (the "Collateral"):

     The shares of stock described in Exhibit "A" attached hereto, together with
all certificates,  options, rights, or other distributions issued as an addition
to. In substitution or in exchange for, or pit account of, any such shares,  and
all proceeds of all of the foregoing,  now or hereafter owned or acquired by the
Pledgor ("Pledged Stock").

          b. Pledgor and Pledgee hereby appoint  Santerre & Vande Krol,  Ltd. as
their Escrow Agent (herein so-called) to hold the Collateral in trust during the
term of this Agreement,  and Pledgor hereby appoints the foregoing firm as their
attorney-in-fact  to arrange for the transfer of the  Collateral on the books of
Corporation  to the name of Pledge in the event of a default  by the  Pledgor as
hereinafter  defined.  Pledgor may exercise all of the rights and  privileges in
connection  with the ownership of the  Collateral,  except as  specifically  set
forth herein, at any time prior to a default by Pledgor.

          c. In the event  Pledgor  shall  become  entitled  to receive or shall
receive, in connection with any of the Pledged Stock, any:

          (i)  Stock  certificate.   including,  but  without  limitation,   any
     certificate  representing  a  stock  dividend  or in  connection  with  any
     increase or reduction of capital, reclassification,  merger, consolidation,
     sale of assets, combination of shares, stock split, spin-off or split-off;
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          (ii)  Option,  warrant,  or right,  whether  as an  addition  to or in
     substitution or in exchange for any of the Pledged Stock, or otherwise; or

          (iii)  Dividend  or  distribution   payable  in  property,   including
     securities  issued by other  than the issuer of any of the  Pledged  Stock,
     then:

     Pledgor  shall  accept  the same as the  Pledge's  agent,  in trust for the
     Pledgee,  and shall deliver them forthwith to the Escrow Agent in the exact
     form  received  with,  as  applicable,   the  Pledgor's   endorsement  when
     necessary, or appropriate stock power duly executed in blank, to be held by
     the Escrow  Agent,  subject  to the terms  hereof,  as part of the  Pledged
     Stock.

          d. Pledgor represents that Pledgor owns all of the Collateral free and
clear of all liens, encumbrances,  restrictions and burdens of any nature (other
than the security  interest granted hereby) and agrees- that, except as provided
herein,  it will not sell,  assign,  transfer,  encumber  or grant any  security
interest in or file a financing  statement with respect to the  Collateral,  any
part thereof or interest  therein,  or permit any of the foregoing,  without the
prior  written  consent  of  Pledgee;  and  hereby  represent  that  (except  as
aforesaid) Pledgor has not heretofore done so.

          e.  Pledgor  agrees  that,  at any time and  from  time to time,  upon
request of  Pledgee,  Pledgor  will give,  execute,  file and record any notice,
financing statement,  continuation statement,  instrument, document or agreement
that Pledge may consider necessary or desirable to create,  preserve,  continue,
perfect or validate the security  interest granted hereunder or which Pledge may
consider necessary or desirable to exercise or enforce its rights hereunder with
respect  to such  security  interest  Without  Limiting  the  generality  of the
foregoing, Pledgee is authorized: to file with respect to the Collateral, one or
more financing statements, continuation statement or other documents without the
signature  of Pledgor  and to name  therein  Pledgor as debtor and the Pledge as
secured party; or to correct or complete, or cause to be corrected or completed,
any financing  statements,  continuation  statements or other such  documents as
have been signed by Pledgor.

     2. Representations,  Warranties,  and Promises. Pledgor further represents,
warrants and agrees:

          a.  Pledgor will not  hereafter  grant a lien,  encumbrance,  security
interest,  in any of the assets of  Corporation  ("Avanti  Assets"),  or sell or
otherwise  transfer any of same  (except in the ordinary  course of business for
flu  consideration  paid  to  Corporation),   to  any  other  person,   firm  or
corporation, without Pledge's consent;

          b. Pledgor will at all times defend the Avanti Assets  against any and
all claims of any person adverse to the claims of Secured Party, and will comply
with all terms and  conditions of the Security  Agreement  (Assets) of even date
herewith between Pledgor, Pledgee and Corporation covering the Avanti Assets;

          c.  Pledgor  will  use  the  Avanti  Assets  in  conformity  with  all
applicable  laws and will pay all  taxes and  assessments  on it or its use when
due;

          d. Pledgor shall keep the Avanti Assets insured against loss or damage
by fire (with extended coverage),  theft, physical damage and against such other
risks as is required by Pledgee.  Pledgor will obtain loss payable  endorsements
on  applicable  insurance  policies  in favor of  Pledgor  and  Pledge  as their
interests may appear and will deposit the insurance  policies with Pledgee.  The
proceeds of any insurance from loss, theft, or damage to the Avanti Assets shall
be held, disbursed and applied toward the repair,  restoration or replacement of
same or, at the option of Pledgee,  such  proceeds  shall be disbursed to reduce
the balance of the Obligations;

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          e.  All of the  Avanti  Assets  are and  will be,  kept,  all  records
concerning  Corporation  are,  and will be,  kept  and  Corporation's  principal
business office located at 17650 North 25th Avenue, Phoenix, Arizona 85023;

          f. Pledgor shall pay promptly when due, all taxes and assessments upon
the


          g. Pledgor shall pay all  obligations  of Corporation as and when due,
including  the loan to the  Corporation  from  Heritage bank in an amount not to
exceed $600,000.00 referred to in the Purchase Agreement;

          h. Pledgor  shall not take any action or fail to take any action which
would cause a termination or dissolution of Corporation; and

          i. Pledgor shall not cause any additional  shares of Corporation to be
issued or admit any new shareholders to Corporation.

     3. Pledgee's Rights  Following an event of Default.  If an Event of Default
(as  defined  herein)  shall  occur and be  continuing,  then,  at the option of
Pledgee,  all Obligations  shall become  immediately due and payable and Pledgee
may avail itself of all rights and remedies  provided under this  Agreement,  at
law, in equity, or otherwise, including, without limitation:

          a. The right to cause the  Collateral  to be registered in the name of
Pledgee or its nominees on the books of Corporation in full  satisfaction of the
Obligations;

          b. Whether or not the Pledged Stock shall have been  registered in the
name of the Pledgee or its nominee,  the Pledgee or its nominee shall have, with
respect to the Pledged Stock,  the right to exercise all voting rights as to all
of the Pledged Stock, all other corporate  rights and all conversion,  exchange,
subscription or other rights,  privileges or options pertaining thereto as if it
were the absolute owner thereof,  including,  without  limitation,  the right to
exchange  any or all  of the  Pledged  Stock  upon  the  merger,  consolidation,
reorganization,  recapitalization  or  any  other  readjustment  of  the  issuer
thereof, or upon the exercise by such issuer of any right,  privilege, or option
pertaining to any of the Pledged Stock, and, in connection therewith, to deliver
any  of  the  Pledged  Stock  to  any  committee,  depository,  transfer  agent,
conditions  as it may  determine,  all without  liability  except to account for
property actually received by it; but the Pledgee shall have no duty to exercise
any of the aforesaid rights,  privileges or options and shall not be responsible
for any failure to do so or delay in so doing, and

          c. The right to avail  itself of all  rights  and  remedies  granted a
secured  party  under the  Uniform  Commercial  Code as in force in the State of
Arizona, including, without limiting the generality of the foregoing:

          (i) The right to sell the Collateral,  or any part thereof,  in one or
     more sales, according to the provisions of Section 4 hereof; and

          (ii) The right to take all necessary  actions,  by means of the powers
     granted to Pledgee  herein,  to take title to the  Collateral as sole owner
     thereof,  and to exercise any and all right  pertaining to ownership of the
     Collateral; but Pledgee shall have no duty to exercise any of the aforesaid
     rights,  privileges  or options.  Any cash received and retained by Pledgee
     hereunder  shall be applied to  payment  of the  Obligations  in the manner
     specified in Section 5 hereof.

     4. Sale of  Collateral.  Pursuant to Its option  under  Section  3(c),  and
subject to the terms and conditions hereof, Pledgee may sell, assign and deliver
the Collateral or any part thereof, at public or private sale,  conducted by any
officer, or agent of, or auctioneer or attorney for, Pledgee, at Pledgee's place
of business or elsewhere,  for cash, upon credit or future delivery, and at such
price or prices as Pledgee shall, in its reasonable discretion,  determine,  and
Pledgee may be the purchaser of any or all of the Collateral so sold.

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     Upon any such sale,  Pledgee shall have the right to direct Escrow Agent to
deliver,  assign and transfer to the purchaser  thereof the  Collateral so sold.
Each  purchaser at any such sale shall hold the  Collateral  so sold  absolutely
free from any claim or right of whatsoever kind, including,  without limitation,
any equity or right of redemption of Pledgor,  which Pledgor hereby specifically
waives to the extent Pledgor may lawfully do so.

     Pledgee  shall give  Pledgor at least ten (10) days  written  notice of any
such public or private sale.  Such notice,  in the case of a public sale,  shall
state the time and place fixed for such sale. Any such public sale shall be held
at such time or times within ordinary business hours as Pledgee shall fix in the
notice of such sale. At any sale,  the  Collateral may be sold as an entirety or
in partial  interests.  Pledgee shall not be obligated to make any sale pursuant
to such  notice,  but if no such  sale is made or only a  partial  sale is made,
Pledgee shall give notice as provided above prior to any subsequent sale. In the
case of any sale of all or any part of the  Collateral  on credit or for  future
delivery,  the  Collateral  so sold may be retained  by Escrow  Agent or Pledgee
until the selling price is paid by the purchaser thereof,  but Pledgee shall not
incur any liability in case of the failure of such  purchaser to take up and pay
for the Collateral so sold, and in case of any such failure, such Collateral may
again be sold  under  and  pursuant  to and in  compliance  with the  provisions
hereof.

     The receipt of Pledgee of the purchase  money paid at any such sale made by
it shall be a sufficient  discharge  therefor to any purchaser of the Collateral
or any portion thereof, and no such purchaser,  after paying such purchase money
and receiving  such receipt,  shall be bound to see to the  application  of such
purchase money or any part thereof or in any manner whatsoever be answerable for
any loss,  misapplication or  non-application of any such purchase money, or any
part  thereof,  or be  bound  to  inquire  as to the  authorization,  necessity,
expediency or regularity of any such sale.

     Pledgor  recognizes that  registration of the Collateral  under federal and
state  securities  laws may be  impractical  because of the  expenses  or delays
involved  in the  registration  processes  and  that  in  the  absence  of  such
registration,  Pledgee may be unable to effect a public sale of all or a part of
the Collateral, but may be compelled to resort to one or more private sales to a
restricted group of purchasers who will be obliged to agree,  among other things
to acquire such Collateral for their own account, for investment, and not with a
view to the distribution or resale thereof. Pledgor agrees that private sales so
made may be at prices and other terms less  favorable to the seller than if such
Collateral  were sold at public  sales,  and that Pledgee has no  obligation  to
delay sale of any such  Collateral  for the period of time  necessary  to permit
such  Collateral to be registered  for public sale under the  Securities  act of
1933, as amended,  and any applicable blue sky or other stare  securities  laws.
Pledgor  agrees that sales made under the foregoing  circumstances  shall not be
deemed to have been made in a commercially  unreasonable manner by virtue of any
terms less  favorable to the seller  resulting  from the private  nature of such
sales.

     Pledgor shall be liable for reasonable  attorneys'  fees and legal expenses
incurred by Pledgee in enforcing any of its rights or remedies hereunder.

     5. Application of Proceeds.  The proceeds of any sale of all or any part of
the Collateral shall be applied in the following order or priorities:

     First,  to the payment of all costs and  expenses of such sale,  including,
without  limitation,  reasonable  compensation to Escrow Agent,  Pledgee,  their
agents and attorneys, and all other expenses,  liabilities and advances incurred
or made by Escrow Agent or Pledgee,  their agents and  attorneys,  in connection
with said sale,  and any other  unreimbursed  expenses for which  Pledgee may be
reimbursed pursuant to the provisions hereof;

     Second,  to the  payment of the Note with no amounts  applied to payment of
principal until all interest has been paid;

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     Third, to the payment or satisfaction of any other Obligations; and

     Fourth, to the payment to Pledgor,  Pledgor's  successors or assigns, or to
whomsoever  may be  lawfully  entitled  to  receive  the same,  or as a court of
competent  jurisdiction  may direct,  of any surplus  then  remaining  from such
proceeds.

     6. Escrow Agent Appointment  Attorney-in-Fact.  Indemnity.  Escrow Agent is
hereby  appointed  the  Attorney-in-fact,  with full power of  substitution,  of
Pledgor  during the  continuances  of any Event of  Default,  for the purpose of
carrying  out the  provisions  of this  Agreement  and  taking  any  action  and
executing any  instrument to accomplish the purposes  hereof.  Pledgor agrees to
indemnify  and hold  harmless  Escrow  Agent and  Pledgee  from and  against any
liability or damage which they may incur in the exercise and  performance of any
of the powers and duties as specifically set forth herein.

     7. Termination of Pledge.  When all of the Obligations shall have been paid
and  performed  and the terms and  covenants  hereof and  agreements  of Pledgor
hereunder  have been  performed in full,  this Agreement  shall  terminate,  and
Escrow  Agent  shall  forthwith  assign.  transfer  and  deliver  to  Pledgor or
Pledgor's  designees,  without  representation,  warranty or  recourse,  against
appropriate  receipts,  all the  Collateral,  if any,  then held by it in pledge
hereunder.

     8. Events of Default.  Each of the following  shall  constitute an event of
default  ("Event  of  Default")  hereunder:  if  Pledgor  shall fail to make any
payment of the Note as and when due taking into  account  applicable  notice and
cure periods; if Pledgor has made any  misrepresentation  in or with respect to,
or have breached any provision of this Security Agreement Pledge or the Purchase
Agreement;  or, if any of the Collateral  shall be attached or distrained at any
time pursuant to any court order or other legal process.

     9.  Pledgor's  Liability  Joint  and  Several.   Each  Pledgor's  liability
hereunder  is primary,  direct,  immediate  and joint and several  with each and
every Pledgor.

     10. Successors and Assigns:  This Agreement shall be binding upon and inure
to the benefit of Pledgee,  its successors and assigns, and Pledgor, and subject
to the terms of paragraph Section 1.b. hereof, Pledgor's successors and assigns.

     11. Additional Instruments and Assurances: Pledgor hereby agrees to execute
and deliver,  from time to time, any and all further  instruments and to perform
any and all such acts, as Pledgee may reasonably  request to effect the purposes
of  this  Agreement  and to  secure  to  Pledgee  the  benefits  of all  rights,
authorities and remedies conferred upon Pledgee by the terms of this Agreement.

     12.  Notices:  Any notice required or permitted to be given hereunder shall
be in writing and shall be personally  delivered to the party being  notified if
an individual or to an officer or general  partner if the party is a corporation
or partnership,  or transmitted by postage prepaid, certified or registered mail

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to the party at the  following  address or such other address as the party being
notified  may have  otherwise  designated  in a notice given as provided in this
paragraph:

     To Pledgee:      William C. Malone
                      18840 N. 30th St
                      Phoenix, AZ  85055

     To Corporation:  Avanti Circuits, Inc.
                      17650 N. 25th Ave.
                      Phoenix, AZ  85023

     To Pledgor:      Circuit Source International, Inc.
                      1930 E. Third Street, Suite 15
                      Tempe, AZ  85281

     To Escrow Agent: Sean D. Clancey, Esq.
                      Santerre & Vande Krol, Ltd.
                      7333 E. Doubletree Ranch Rd.
                      Suite 200
                      Scottsdale, Arizona 85258

     Such  notice  shall be deemed to be  effective,  unless  actual  receipt is
expressly  elsewhere  specified herein, upon (i) the date of receipt or (ii) the
date three (3) days after posting if transmitted by mail,  whichever shall first
occur.

     13. Waivers:  Nonexclusive  Remedies.  No failure on the part of Pledgee to
exercise,  and no delay in  exercising,  any right,  power or remedy  under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise by Pledgee of any right,  power or remedy under this Agreement preclude
the  exercise  of any other  right,  power or remedy  under this  Agreement  The
remedies in this  Agreement  are  cumulative  and are not exclusive of any other
remedies provided under the Note or the Purchase Agreement

     14.  Modification:  Neither this Agreement nor any provision  hereof may be
changed,  waived,  discharged or  terminated,  except by a writing signed by the
party against which enforcement of the change, waiver,  discharge or termination
is sought.

     15. Applicable Law: This Security  Agreement - Pledge has been executed and
delivered in Phoenix,  Arizona,  and shall be construed in  accordance  with and
governed  by the  internal  substantive  laws of the State of  Arizona  (without
reference to choice of law principles)  and, to the extent they preempt the laws
of such state, the laws of the United States.

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     16. Separability of Provisions: Construction of Agreement. If any provision
hereof is invalid or unenforceable,  the other provisions hereof shall remain in
fail force and effect and shall be construed to carry out the  intentions of the
parties hereto as nearly as may be possible.

     17. Headings: The Section headings in this Agreement are for the purpose of
reference only, and shall not limit or otherwise affect the meaning hereof.

     IN WITNESS  WHEREOF,  this Agreement has been executed by the parties as of
the day and year first above written.

PLEDGEE:                                  PLEDGOR:

                                          CIRCUIT SOURCE INTERNATIONAL, INC.,
                                          a Nevada corporation

/s/ William C. Malone                     By:  /s/ James Keaton
--------------------------                     --------------------------
WILLIAM C. MALONE                         Its: President

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                    STOCK PLEDGED PURSUANT TO THIS AGREEMENT

          6,020  shares of common  stock in AVANTI  CIRCUITS,  INC.,  an Arizona
corporation, represented by Stock Certificate No. 11.