EXHIBIT 10.9

                               SECURITY AGREEMENT

     This  Security  Agreement  (the  "Agreement")  is  made between North Texas
Circuit  Board  Co.,  Inc., a Texas corporation,  ("NTCB"), and Dutchess Private
Equities  Fund,  L.P.  and  David  Wykoff  ("Secured  Party").

     WHEREAS, the Secured Party is purchasing $240,000 of convertible debentures
from Flexxtech Corporation, the net proceeds of which shall be wired directly to
NTCB  for the purchase of a Giga 8800 Automatic CNC Drilling Machine and working
capital.

     NOW  THEREFORE,  for  good  and valuable consideration, receipt of which is
hereby  acknowledged,  NTCB  and  Secured  Party  hereby  agree  as  follows:

     1.     Grant  of  Security Interest.  NTCB hereby grants to Secured Party a
            -----------------------------
security  interest  in the collateral described in Exhibit A attached hereto and
made  a part hereof (the "Collateral") and all proceeds (as that term is defined
in  the Texas Uniform Commercial Code) of the Collateral. NTCB and Secured Party
acknowledge  their mutual intent that all security interests contemplated herein
are  given  as  a  contemporaneous  exchange  for  new  value  to  NTCB.

     2.     Debts  Secured.  The  security  interest  granted  by this Agreement
            ---------------
shall  secure  the  following obligation, which is a full recourse obligation of
NTCB:  (a)  a  convertible debenture issued by Flexxtech Corporation in favor of
Dutchess  Private  Equities  Fund, L.P., dated October of 2001, in the principal
amount  of  SIXTY  THOUSAND Dollars ($60,000), any and all renewals, extensions,
replacements, modifications and amendments thereof, including any which increase
the  original  principal  amount  and  (b)  a  convertible  debenture  issued by
Flexxtech  Corporation  in  favor of David Wykoff, dated October of 2001, in the
principal  amount of ONE HUNDRED EIGHTY THOUSAND Dollars ($180,000), any and all
renewals,  extensions,  replacements,  modifications  and  amendments  thereof,
including  any  which  increase  the  original  principal  amount  (cumulatively
referred  to  as  the  "Debentures").

     3.     Perfection  and  Enforcement  of  Assignment  and Security Interest.
            --------------------------------------------------------------------
NTCB  agrees  to deliver any and all documents or similar instruments evidencing
the  Collateral,  to  Secured  Party  or Secured Party's counsel, at the time of
execution  of  this  Agreement.  NTCB  agrees  to  give  good  faith,  diligent
cooperation  to  Secured  Party  and  to  perform  such other acts as reasonably
requested  by  Secured  Party  for  perfection  and enforcement of said security
interest,  including  the  filing  of a UCC-1 Financing Statement with the Texas
Secretary  of  State's  Office.  NTCB will promptly deliver to Secured Party all
written  notices,  or other documents constituting or relating to the Collateral
and  will  promptly give Secured Party written notice of any other notices which
are  received  in  the  future  by  NTCB  with  respect  to  the  Collateral.

     4.     Secured  Creditors.  NTCB  represents  and warrants that it does not
            ------------------
have  any outstanding security interests relating to the collateral and it shall
not create or incur any indebtedness or obligation for borrowed money except for
indebtedness  with respect to trade obligations and other normal accruals in the
ordinary  course  of  business  not yet due and payable, and shall not grant any
other security interests in the Collateral until payment and performance in full
of  the  obligations  hereunder.

     5.     Representations  and  Warranties  Concerning  Collateral.  NTCB
            ---------------------------------------------------------
represents  and  warrants  that:

          a.     NTCB  will  be the sole owner of the Collateral upon receipt of
the  funding  from  Secured  Party.

          b.     The  Collateral  is not subject to any security interest, lien,
prior  assignment,  or other encumbrance of any nature whatsoever except for the
security  interest  created  by  the  Debentures  and  this  Agreement.

          c.     A  UCC-1 financing statement in favor of Secured Party shall be
filed  in the Texas Secretary of State's Office placing Secured Party in a first
lien  position  concerning  the  Collateral.

          d.     NTCB  has  been  duly  organized, is validly existing and is in
good  standing under the laws of the State of Texas and is duly qualified and in
good standing in each other state in which the nature of its activities requires
it  to  be  so  qualified.

          e.     NTCB  has  not  changed  its  name  or  been the subject of any
merger,  consolidation  or  other corporate reorganization during the four month
period  immediately  prior  to  the  date  of  this  Agreement.

          f.     NTCB  has  all  requisite  power  and authority to transact the
business  that  it  now  transacts and to own or lease the properties and assets
that  it  purports  to  own  or  lease.

          g.     The  execution  performance  and delivery of this Agreement and
the  Debentures or other instrument or agreement contemplated herein by NTCB has
been  duly  authorized  by  all  requisite  corporate  action on behalf of NTCB.

          h.     NTCB will notify Secured Party in writing not fewer than thirty
(30)  days  in  advance  of  any change in NTCB's principal place of business or
other  business  locations,  or  change  in  its  state  of  incorporation.

          i.     The  execution,  delivery and performance of this Agreement and
the Debentures or other instrument or agreement contemplated herein by NTCB will
not  result  in  a  breach  of  any terms or conditions of any other contract or
agreement  or  in  the  acceleration  of  any  other  obligation  of  NTCB.

          j.     No  consent  or approval of any other person or entity that has
not  been  obtained  by  NTCB  is  required before NTCB may execute, deliver and
perform  its  obligations  under  this  Agreement.

     6.     Covenants  Concerning  Collateral.  NTCB  covenants  that:
            ----------------------------------

          a.     NTCB  covenants,  represents  and  warrants  that  there  are
presently  no  other  secured  creditors  that  are able to obtain priority over
Secured  Party  concerning  the  Collateral  or  any proceeds of the Collateral.

          b.     NTCB  agrees  to promptly execute and deliver any UCC Financing
Statements  reasonably  requested by Secured Party for perfection or enforcement
of  this  Agreement  and the security interests created hereby, and to give good
faith,  diligent  cooperation  to  Secured  Party and to perform such other acts
reasonably  requested  by  Secured  Party for perfection and enforcement of said
security  interests.

          c.     NTCB  will defend the Collateral against all claims and demands
of  all  persons.  NTCB  will  keep  the Collateral free from any lien, security
interest,  assignment  or  other  encumbrances  except for the security interest
granted  herein.  NTCB  will  take  all steps necessary or advisable to preserve
rights  against account debtors and other parties.  NTCB will promptly and fully
inform Secured Party of any matter or information that may come to its attention
which  might  impair  the  Collateral  or proceeds thereof.  NTCB will not sell,
transfer  or  further  encumber  or  lien  the Collateral in any way whatsoever.

          d.     NTCB  will  execute and deliver to Secured Party, at such times
and  in  such  form  and  containing  such  terms  as Secured Party may require,
instruments,  documents  and  agreements  evidencing  all  or  any  part  of the
indebtedness  and  such  certificates  of  title,  financing  and  continuation
statements  and  other  instruments  as  Secured  Party  may  deem  necessary or
desirable to protect, perfect and preserve the security interest created herein.
NTCB  will  pay all reasonable costs of filing and recording incurred by Secured
Party  in  connection  with  the  protection, perfection and preservation of the
security  interest.  Furthermore,  NTCB  irrevocably  appoints Secured Party its
attorney-in-fact  in NTCB's name and on its behalf to make, execute, deliver and
file  any instruments or documents and to take any action as Secured Party deems
necessary or appropriate to protect and preserve the Collateral on behalf of and
for  the  benefit  of  Secured  Party.

          e.     NTCB will be responsible for all risk of loss and any damage to
the Collateral.  NTCB will (if applicable to the type of collateral indicated in
Exhibit  A)  have  and  maintain  insurance  at  all  times  with respect to the
collateral  against risks of fire (including so-called extended coverage), theft
and  such  other risks as Secured Party may require.  All insurance with respect
to  the  Collateral  shall  be written by such companies, on such terms, in such
form  and  for such periods and amounts as may be satisfactory to Secured Party,
and  shall be payable to Secured Party and NTCB as their interests may appear on
such  policies,  with  annual  premiums prepaid by NTCB.  NTCB shall deliver the
insurance  policies  to  Secured  Party  upon  request.  NTCB hereby irrevocably
appoints  Secured  Party as its agent to collect, compromise and settle any loss
or  claim  payable under such policies and to endorse any loss payment or return
premium  check  in  NTCB's  name  and  to  apply  the  proceeds  thereof  to the
satisfaction  of  the  indebtedness  in  such  manner  as  Secured  Party  shall
determine.  NTCB  shall  give  immediate  written notice to Secured Party and to
insurers  of  loss  or damage to the Collateral and will promptly file proofs of
loss  with  insurers.

          f.     NTCB  will  permit  Secured  Party  or its agent to inspect the
Collateral,  during  normal  business hours (or at other times, if Secured Party
shall have notified NTCB in advance).  NTCB will furnish to Secured Party copies
of  all  records,  documents  and instruments which Secured Party may reasonably
request  solely  as  same  relates  to  the  Collateral.

          g.     NTCB  shall  pay  its  debts  promptly  as  they  become  due.

          h.     NTCB  shall  not  change  its name without giving Secured Party
notice  not  fewer than thirty (30) days in advance.  The notice shall set forth
NTCB's  new  name  and  the  date  on  which  the  new name shall first be used.

          i.     NTCB  shall  immediately  deliver  to  Secured  Party  all
certificates  of  title,  or other such similar documents, to any Collateral for
which  such  certificates  are  used.

     7.     Right  to  Perform  for  NTCB.     Secured  Party  may,  in its sole
            ------------------------------
discretion  and  without any duty to do so, elect to discharge taxes, tax liens,
security  interests,  or  any other encumbrance upon the Collateral, perform any
duty  or  obligation of NTCB, pay filing, recording, insurance and other charges
payable by NTCB, or provide insurance as provided herein if NTCB fails to do so.
Any such payments advanced by Secured Party shall be repaid by NTCB upon demand,
together with interest thereon from the date of advance until repaid at the rate
of  ten  percent  (10%)  per  annum.

     8.     Default.     Time  is  of  the  essence  of  this  Agreement.  The
            --------
occurrence  of any of the following events shall constitute a default under this
Agreement:

          a.     Any  representation,  warranty or covenant made by or on behalf
of  NTCB  in  this  Agreement  is materially false or materially misleading when
made;

          b.     NTCB  fails  in  the  payment or performance of any obligation,
covenant, agreement or liability created by or contemplated by this Agreement or
secured  by  this  Agreement;

          c.     Any  default  in  the  payment  or  performance of any amounts,
obligation,  covenant,  agreement  or  liability  under  the  Debentures;  or

          d.     Any  default,  as  that  term  is  defined  in  the Debentures.

     No  course  of  dealing or any delay or failure to assert any default shall
constitute  a  waiver  of  that  default  or of any prior or subsequent default.
     9.     Remedies.     Upon  the  occurrence  of  any  default  under  this
            ---------
Agreement,  Secured  Party  shall  have  the  following  rights and remedies, in
addition  to  all  other  rights  and remedies existing at law, in equity, or by
statute  or  provided  in  the  Debentures:

          a.     Secured  Party shall have all the rights and remedies available
under  the  Uniform  Commercial  Code:

          b.     If  NTCB  fails  to  cure  any default within fifteen (15) days
after  NTCB's  receipt  of written notice of default from Secured Party, Secured
Party  may  sell,  assign,  deliver  or  otherwise  dispose of any or all of the
Collateral  for  cash  and/or  credit  and  upon such terms and at such place or
places,  and  at  such  time  or  times, and to such person, firms, companies or
corporation  as  Secured  Party  reasonably  believes  expedient,  without  any
advertisement  whatsoever,  and,  after  deducting  the  reasonable  costs  and
out-of-pocket expenses incurred by Secured Party, including, without limitation,
(1) reasonable attorneys fees and legal expenses, (2) advertising of sale of the
Collateral,  (3) sale commissions, (4) sales tax, and (5) costs for preservation
and  protection  of  the Collateral, apply the remainder to pay, or to hold as a
reserve  against,  the  obligations  secured  by  this  Agreement.

          c.     The rights and remedies herein conferred are cumulative and not
exclusive  of  any  other  rights and remedies and shall be in addition to every
other  right, power and remedy herein specifically granted or hereafter existing
at  law,  in equity, or by statute which Secured Party might otherwise have, and
any  and  all such rights and remedies may be exercised from time to time and as
often  and in such order as Secured Party may deem expedient.  Such remedies may
be  exercised  singularly or concurrently.  No delay or omission in the exercise
of  any  such  right,  power  or  remedy or in the pursuance of any remedy shall
impair any such right, power or remedy or be construed to be a waiver thereof or
of  any  default  or  to  be  an  acquiescence  therein.

          d.     In  the  event  of  breach  or  default under the terms of this
Agreement  by  NTCB,  NTCB agrees to pay all reasonable attorneys fees and legal
expenses  incurred  by  or  on  behalf  of  Secured Party in enforcement of this
Agreement,  in  exercising  any  remedy  arising from such breach or default, or
otherwise  related  to  such breach or default.  NTCB additionally agrees to pay
all  reasonable costs and out-of-pocket expenses, including, without limitation,
(1) reasonable attorneys fees and legal expenses, (2) advertising of sale of the
Collateral,  (3) sale commissions, (4) sales tax, and (5) costs for preservation
and  protection  of  the  Collateral,  incurred  by  Secured  Party in obtaining
possession  of  Collateral, preparation for sale, sale or other disposition, and
otherwise  incurred  in foreclosing upon the Collateral.  Any and all such costs
and  out-of-pocket  expenses shall be payable by NTCB upon demand, together with
interest  thereon  at  ten  percent  (10.0%)  per  annum.

          e.     Regardless  of  any  breach  or default, NTCB agrees to pay all
expenses,  including  reasonable  attorneys fees and legal expenses, incurred by
Secured  Party  in  any  bankruptcy  proceeding  of any type involving NTCB, the
Collateral,  or this Agreement, including, without limitation, expenses incurred
in modifying or lifting the automatic stay, determining adequate protection, use
of  cash  collateral,  or  relating  to  any  plan  of  reorganization.

          f.     If  NTCB  shall  be  in  default  under this Agreement, Secured
Party,  immediately  and  at  any  time  thereafter,  may  declare  all  of  the
indebtedness  secured  pursuant  to  this Agreement immediately due and payable,
shall  have  all  rights  available  in  law  or  at  equity, including, without
limitation,  specific performance of this Agreement or for an injunction against
violations  of any of the terms hereof, and the rights and all the remedies of a
secured  party  under  the  Texas  UCC  and  any  other  applicable  law.

     10.     Notices.     All notices or demands by any party hereto shall be in
             --------
writing  and may be sent by regular mail.  Notices shall be deemed received when
deposited  in  a  United  States  post  office  box,  postage  prepaid, properly
addressed  to  NTCB or Secured Party at the mailing addresses stated below or to
such  other  addresses as NTCB or Secured Party may from time to time specify in
writing.  Any  notice  otherwise  delivered  shall  be  deemed  to be given when
actually  received  by  the  addressee.  Additionally,  copies of all notices or
demands  made  by  one  party  shall be faxed by such party to the other parties
attorney  on  the  same  date  as  mailed.

     If  to  NTCB  to:
     North  Texas  Circuit  Board  Co.,  Inc.
     1501  West  Shady  Grove
     Grand  Prairie,  TX  75050
     ATTN:  Linette  Malloy
     Telephone  No.:  (972)  790-7610
     Telecopier  No.:  (972)  986-2381
     with  a  copy  to:
     Bell,  Nunnally  &  Martin  LLP
     3232  McKinney  Avenue
     Suite  1400
     Dallas,  TX  75204-2429
     ATTN:  William  E.  Swart,  Esq.
     Telephone  No.:  (214)  740-1400
     Telecopier  No.:  (214)  740-1499

     If  to  Secured  Party  to:

               Dutchess  Private  Equities  Fund,  L.P.
               100  Mill  Plain  Road,  3rd  Floor
               Danbury,  CT  06811
               Attention:  Michael  Novielli
               Telephone  No.:  203-791-3838
               Telecopier  No.:  203-791-3839

     AND
               David  Wykoff
               c/o  Dutchess  Private  Equities  Fund,  L.P.
               100  Mill  Plain  Road,  3rd  Floor
               Danbury,  CT  06811
               Attention:  Michael  Novielli
               Telephone  No.:  203-791-3838
               Telecopier  No.:  203-791-3839


     With  a  copy  to:
               Joseph  B.  LaRocco,  Esq.
               49  Locust  Avenue  -  Suite  107
               New  Canaan,  CT  06840
               Telephone  No.:  203-966-0566
               Telecopier  No.:  203-966-0363

     11.     Indemnification.     NTCB agrees to indemnify Secured Party for any
             ----------------
and  all  claims  and  liabilities, and for damages which may be awarded against
Secured  Party  and for all reasonable attorneys fees, legal expenses, and other
out-of-pocket  expenses  incurred  in  defending  such  claims,  arising from or
related  in  any  manner  to  the negotiation, execution, or performance of this
Agreement,  excluding any claims and liabilities based upon breach or default by
Secured  Party  under  this  Agreement  or  upon the negligence or misconduct of
Secured  Party.  Secured  Party  shall  have  sole  and  complete control of the
defense  of  any  such  claims,  and  is hereby given the authority to settle or
otherwise  compromise  any such claims as Secured Party in good faith determines
shall  be  in  its  best  interests.

     12.     Litigation.     Other  than  as  disclosed in the public filings of
             ----------
Flexxtech  Corporation  and  in  writing  to Secured Party, NTCB represents that
there are no actions, suits, investigations or proceedings pending or threatened
against  or  affecting the validity or  enforceability of the Debentures or this
Agreement,  any guaranty or any instrument, document or agreement concerning the
Collateral  or  of which, if adversely determined, would have a material adverse
effect  on  the financial condition, operations, business or properties of NTCB,
and  there  are  no outstanding orders or judgments of any court or governmental
authority  or  awards  of  any arbitrator or arbitration board against NTCB that
would  have  a  material  adverse effect on the financial condition, operations,
business  or  properties  of  NTCB.

13.     Miscellaneous.
        --------------

     a.     This     Agreement  is  made  for  the sole and exclusive benefit of
NTCB  and Secured Party and is not intended to benefit any third party.  No such
third  party  may  claim  any  right  or  benefit or seek to enforce any term or
provision  of  this  Agreement.

          b.     In  recognition  of  Secured  Party's  right  to  have  all its
attorneys  fees  and expenses incurred in connection with this Agreement secured
by the Collateral, notwithstanding payment in full of the obligations secured by
the  Collateral,  Secured  Party  shall not be required to release, reconvey, or
terminate  any security interest in the Collateral unless and until NTCB and has
executed  and delivered to Secured Party a general release in form and substance
satisfactory  to  Secured  Party.

          c.     Secured  Party  and  its  officers,  directors,  employees,
representatives,  agents  and  attorneys,  shall  not  be  liable  to  NTCB  for
consequential  damages arising from or relating to any breach of contract, tort,
or  other wrong in connection with or relating to the Debentures, this Agreement
or  the  Collateral.

          d.     NTCB  waives  presentment,  demand  for  payment,  notice  of
dishonor,  protest  and  any  other  notices  or demands in connections with the
delivery,  acceptance, performance, default and enforcement of the Debentures or
any  instruments  representing  all  or  any  part  of  the  indebtedness.

     e.     The  provisions  of this Agreement are binding on the successors and
assigns  of  NTCB.

     f.     NTCB  will  pay  to  Secured  Party  on  demand any costs, expenses,
reasonable  attorneys'  fees and their reasonable disbursements incurred or paid
by  Secured Party in protecting or enforcing its rights in the Collateral and in
collecting  any  part  of the indebtedness and such amounts extended pursuant to
this  section  shall  be  added  to  the  indebtedness.

     g.     Any  delay, failure or waiver by Secured Party to exercise any right
it  may  have  under  this Agreement is not a waiver of Secured Party's right to
exercise  the  same  or  any  other  right  at  any  other  time.

     h.     If  any  provision  of  this  Agreement  or  the  application of any
provision  to  any  person  or  circumstance  shall be invalid or unenforceable,
neither  the  balance  of this Agreement nor the application of the provision to
other  persons  or  circumstances  shall  be  affected.  Any  provision  of this
Agreement  which is prohibited or unenforceable in any jurisdiction shall, as to
such  jurisdiction  only,  be  ineffective  to the extent of such prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     i.     In  the  interest  of  a  speedy resolution of any lawsuit which may
arise hereunder, NTCB and Secured Party waive a trial by jury in any action with
respect  to  this  Agreement  and  as  to  any  issues  arising relating to this
Agreement.

     j.     If  the incurring of any debt by NTCB or the payment of any money or
transfer  of  property  to  Secured Party by or on behalf of NTCB should for any
reason  subsequently be determined to be "voidable" or avoidable" in whole or in
part  within  the  meaning  of  any  state  or federal law of the United States,
(collectively  "voidable  transfers"), including, without limitation, fraudulent
conveyances or preferential transfers under the United States Bankruptcy Code or
any  other  federal  or  state  law,  and  Secured Party is required to repay or
restore any voidable transfers or the amount or any portion thereof, or upon the
advise  of  Secured  Party's  counsel  is advised to do so, then, as to any such
amount or property repaid or restored, including all reasonable costs, expenses,
and  attorneys  fees of Secured Party related thereto, the liability of NTCB and
this  Agreement,  shall  automatically  be  revived, reinstated and restored and
shall  exist  as  though  the  voidable  transfers  had  never  been  made.

     k.     The  parties  hereto  expressly  agree  that this Agreement shall be
governed  by, interpreted under, and construed and enforced in accordance of the
laws  of the State of Texas.  Any action to enforce, arising out of, or relating
in any way to, any provisions of this Agreement shall be brought exclusively, in
the  federal  courts  for  the  State  of  Texas.

     l.     All  references in this Agreement to the singular shall be deemed to
include  the plural if the context so requires and vice versa.  Reference in the
collective  or conjunctive shall also include the disjunctive unless the context
otherwise  clearly  requires  a  different  interpretation.

     m.     All  agreements,  representations,  warranties and covenants made by
NTCB  shall survive the execution and delivery of this Agreement, the filing and
consummation of any bankruptcy proceedings, and shall continue in effect so long
as any obligation to Secured Party contemplated by this Agreement is outstanding
and  unpaid,  notwithstanding  any  termination  of  this  Agreement.

     n.     This  Agreement  constitutes  the  entire agreement between NTCB and
Secured  Party as to the subject matter hereof and may not be altered or amended
except  by  written agreement signed by NTCB and Secured Party.  All other prior
and  contemporaneous understandings between the parties hereto as to the subject
matter  hereof  are  rescinded.

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<PAGE>
Dated:  October  24,  2001

SECURED  PARTY:
DUTCHESS  PRIVATE  EQUITIES  FUND,  L.P.
BY  ITS  GENERAL  PARTNER  DUTCHESS
CAPITAL  MANAGEMENT,  LLC



BY:__________________________________
        Name:  Michael  A.  Novielli
        Title:  A  Managing  Member


SECURED  PARTY:
DAVID  WYKOFF



BY:__________________________________
        Name:  David  Wykoff





NORTH  TEXAS  CIRCUIT  BOARD  CO.,  INC.



By:  ________________________
       Name:  Linette  Malloy
       Title:  President













                                   SCHEDULE A

                  TO FINANCING STATEMENT AND SECURITY AGREEMENT

This  FINANCING  STATEMENT  and  SECURITY  AGREEMENT covers, and the undersigned
("Debtor")  hereby  grants DUTCHESS PRIVATE EQUITIES FUND, L.P. and DAVID WYKOFF
("Secured  Party") a security interest in, the following property, as collateral
for  the  payment  and  performance  of  all  present  and  future indebtedness,
liabilities,  guarantees  and  obligations  of  Debtor  to  Secured  Party:

      a Giga 8800 Automatic CNC Drilling Machine, Serial No._______________

and  all proceeds, as that term is defined in the Texas Uniform Commercial Code,
including  proceeds  of any insurance policies and claims against third parties.
Debtor  agrees  that  said security interest may be enforced by Secured Party in
accordance  with  the  terms and provisions of all security and other agreements
between  Secured  Party  and Debtor, the Texas Uniform Commercial Code, or both.


NORTH  TEXAS  CIRCUIT  BOARD  CO.,  INC.



By:  ________________________
       Name:  Linette  Malloy
       Title:  President