EXHIBIT 10.6

                                                        SECURITY AGREEMENT
WELLS FARGO                                             EQUIPMENT
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1. GRANT OF SECUR INTEREST.  In  consideration  of any credit or other financial
accommodation heretofore, now or hereafter extended or made to STAR SOLUTIONS OF
OELAWARE  INC.  ("Borrowers'),  or any of them,  by WELLS  FARGO  BANK  NATIONAL
ASSOCIATION ("Bank"), and for other valuable consideration,  as security for the
payment  of  all   Indebtedness  of  Borrowers  to  Bank,  the  undersigned  PWI
Technologies,  Inc.("Owner)  hereby  grants  and  transfers  to Bank a  security
interest  in all  goods,  tools,  machinery,  furnishings,  furniture  and other
equipment now or at any time  hereafter,  and prior to the  termination  hereof,
owned or acquired by Owner, wherever located, whether in the possession of Owner
or any other person and whether  located on Owner's  property or elsewhere,  and
all  improvements,  replacements,  accessions and additions thereto and embedded
software  included therein  (collectively  called  "Collateral'),  together with
whatever  is  receivable  or  received  when any of the  Collateral  or proceeds
thereof are sold, leased, collected, exchanged or otherwise disposed of, whether
such disposition is voluntary or involuntary,  including without limitation, (a)
all accounts  contract ri4hts,  chattel paper (whether  electronic or tangible),
Instruments,   promissory  notes,   documents,   general  intangibles,   payment
intangibles  and  other  rights  to  payment  of  every  kind now or at any time
hereafter  arising  from any such sale,  lease,  collection,  exchange  or other
disposition  of any of the  foregoing,  (b) all  rights  to  payment,  including
returned  premiums,  with  respect  to  any  insurance  relating  to  any of the
foregoing,  and (c) all rights to payment  with respect to any claim or cause of
action  affecting  or  relating  to  an of  the  foregoing  (hereinafter  called
"Proceeds").  The word  "Indebtedness" is used herein in its most  comprehensive
sense and includes any and all advances,  debts,  obligations and liabilities of
Borrowers,  or any of them,  heretofore,  now or  hereafter  made,  incurred  or
created,  whether  voluntary or involuntary and however arising,  whether due or
not due,  absolute or  contingent,  liquidated  or  unliquidated,  determined or
undetermined,  and whether Borrowers may be liable  individually or jointly,  or
whether   recovery  upon  such   indebtedness   may  be  or  hereafter   becomes
unenforceable.

2. CONTINUING AGREEMENT;  REVOCATION:  OBLIGATION UNDER OTHER AGREEMENTS. This a
continuing  agreement and all rights,  powers and remedies hereunder shall apply
to all past,  present and future  Indebtedness of each of the Borrowers to Bank,
including that arising under successive transactions which shall either continue
the  Indebtedness,  increase  or  decrease  it, or from time to time  create new
Indebtedness  after  all or any  prior  Indebtedness  has  been  satisfied,  and
notwithstanding the death, incapacity, dissolution, liquidation or bankruptcy of
any of the Borrowers or Owner or any other event or proceeding  affecting any of
the  Borrow or Owner.  This  Agreement  shall not apply to any new  Indebtedness
created after actual  receipt by Bank of written  notice of its revocation as to
such new Indebtedness;  provided however, that loans or advances made by Bank to
any of the  Borrowers  after  revocation  under  commitments  existing  prior to
receipt by Bank at such revocation,  and extensions,  renewals or modifications,
of any kind,  of  indebtedness  incurred by any of the Borrowers or committed by
Bank prior to receipt by Bank of such  revocation,  shall not be considered  new
Indebtedness.  Any  such  notice  must be sent to Bank by  registered  US  mail,
postage  prepaid,  addressed to its office at Colorado RCBO, 1740 Broadway,  3rd
Floor,  Denver,  CO 80274,  or at such other  address as Bank shall from time to
time  designate.  The obligations of Owner hereunder shall be in addition to any
obligations  of Owner  under any other  grants or  pledges of  security  for any
liabilities  or  obligations  of any  of the  Borrowers  or  any  other  persons
heretofore  or  hereafter  given to Bank unless said other  grants or pledges of
security are expressly

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modified or revoked in writing;  and this Agreement shall not, unless  expressly
herein  provided,  affect or  invalidate  any such  other  grants or  pledges of
security.

3.  OBLIGATIONS  JOINT AND  SEVERAL;  SEPARATE  ACTIONS;  WAIVER OF  STATUTE  OF
LIMITATIONS; REINSTATEMENT OF LIABILITY. The obligations hereunder are joint and
several and independent of the obligations of Borrowers and a separate action or
actions may be brought and  prosecuted  against Owner whether  action is brought
against  any of the  Borrowers  or  any  other  person,  or  whether  any of the
Borrowers  or any other  person is joined in any such action or  actions.  Owner
acknowledges  that this  Agreement is absolute and  unconditional,  there are no
conditions precedent to the effectiveness of this Agreement,  and this Agreement
is in full  force and  effect  and is  binding  on Owner as of the date  written
below,  regardless o whether  Bank obtains  collateral  or any  guaranties  from
others or takes any other action contemplated by Owner. Owner waives the benefit
of any  statute  of  limitations  affecting  Owner  liability  hereunder  or the
enforcement  thereof,  and Owner agrees that any payment of any  indebtedness or
other act which Shall toll any statute of limitations  applicable  thereto shall
similarly  operate to toll such  statute of  limitations  applicable  to Owner's
liability  hereunder.  The liability of Owner  hereunder shall be reinstated and
revived and the rights of Bank shall  continue if and to the extent that for any
reason any amount at any time paid on account of any indebtedness secured hereby
is rescinded or must  otherwise be restored by Bank,  whether as a result of any
proceedings  in bankruptcy or  reorganization  or otherwise,  all as though such
amount had not been paid.  The  determination  as to whether  any amount so paid
must be  rescinded  or  restored  shall be made by Bank in its sole  discretion;
provided however, that if Bank chooses to contest any such matter at the request
of Owner,  Owner agrees to indemnity and hold Bank harmless from and against all
costs and expenses,  including reasonable  attorneys' fees, expended or incurred
by Bank in connection therewith, including without limitation, in any litigation
with respect thereto.

4.  OBLIGATIONS OF BANK. Any money received by Bank in respect of the Collateral
may be deposited,  at Bank's option,  into a non-interest  bearing  account over
which Owner shall have no control,  and the same  shall,  for all  purposes,  be
deemed Collateral hereunder.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Owner  represents  and  warrants  to Bank that:  (a)  Owner's  legal name is
exactly  as set forth on the  first  page of this  Agreement,  and all of Owners
organizational  documents  or  agreements  delivered  to Bank are  complete  and
accurate in every respect;  (b) Owner is the owner and has possession or control
of the  Collateral  and Proceeds;  (c) Owner has the exclusive  right to grant a
security  interest  in the  Collateral  and  Proceeds;  (d) all  Collateral  and
Proceeds  are  genuine,  free from  liens,  adverse  claims,  setoffs,  default,
prepayment,  defenses and conditions precedent of any kind or character,  except
the lien  created  hereby  or as  otherwise  agreed  to by Bank,  or  heretofore
disclosed by Owner to Bank, in writing; (e) all statements contained herein and,
where  applicable,  in the  Collateral  are true and  complete  in all  material
respects; (f) no financing statement covering any of the Collateral or Proceeds,
and naming any secured,  party other than Bank, is on file in any public office;
and (g)  Owner is not in the  business  of  selling  goods of the kind  included
within the Collateral subject to this Agreement,  and Owner acknowledges that no
sale or other disposition of any Collateral,  including without limitation,  any
Collateral which Owner may deem to be surplus, has been or shall be consented to
or acquiesced in by Bank, except as specifically set forth in writing by Bank.
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5.2 Owner  further  represents  and  warrants to Bank that:  (a) the  Collateral
pledged  hereunder  is so pledged at  Borrowers'  request;  (b) Bank has made no
representation to Owner as to the creditworthiness of any of the Borrowers;  and
(c) Owner has established adequate means of obtaining from each of the Borrowers
on a continuing basis financial and other  information  pertaining to Borrowers'
financial condition. Owner agrees to keep adequately informed from such means of
any facts,  events or circumstances  which might in any way affect Owner's risks
hereunder,  and Owner  further  agrees  that Bank  shall have no  obligation  to
disclose to Owner any  information or material about any of the Borrowers  which
is acquired by Bank in any manner.

6. COVENANTS OF OWNER.

6.1 Owner  agrees in general:  (a) to indemnify  Bank against a losses,  claims,
demands,  liabilities  and  expenses of every kind  caused by  property  subject
hereto; (b) to pay all costs and expenses, including reasonable attorneys' fees,
incurred by Bank in the perfection and  preservation at the Collateral or Bank's
interest  therein  interest  therein  and/or the  realization,  enforcement  and
exercise of Bank's rights, powers and remedies hereunder;  (c) to permit Bank to
exercise  its powers;  (d) to execute and deliver  such  documents as Bank deems
necessary to create,  perfect and continue the security  interests  contemplated
hereby;  (e) not to change Owner's name, and as applicable,  its chief executive
office,  its principal  residence or the  jurisdiction  in which it is organized
and/or registered  without giving Bank prior written notice thereof;  (f) not to
change the places where Owner keeps any Collateral or Owner's records concerning
the  Collateral  and Proceeds  without  giving Bank prior written  notice of the
address  to which  Owner is  moving  same;  and (g) to  cooperate  with  Bank in
perfecting  all  security   interests  granted  herein  and  in  obtaining  such
agreements from third parties as Bank deems  necessary,  proper or convenient in
connection with the preservation, perfection or enforcement of any of its rights
hereunder.

6.2 Owner agrees with regard to the Collateral and Proceeds,  unless Bank agrees
otherwise in writing:  (a) that Bank is authorized to file financing  statements
in the name of Owner to perfect Bank's  security  interest in the Collateral and
Proceeds; (b) to insure inventory and, where applicable,  Rights to Payment with
bank named as loss payee,  in form,  substance  and amounts,  under  agreements,
against risks and  liabilities,  and with insurance  companies  satisfactory  to
Bank; (c) to operate the Collateral in accordance with all applicable  statutes,
rules and regulations  relating to the use and control  thereof,  and not to use
the  Collateral  for any  unlawful  purpose  or in any way that  would  void any
insurance required to be carried in connection therewith;  (d) not to permit any
security  interest in or lien on the Collateral or Proceeds,  including  without
limitation,  liens  arising  from the storage of  Inventory,  except in favor of
Bank; (e) to pay when due all license fees,  registration fees and other charges
in connection with any collateral; (f) not to remove the Collateral from Owner's
premises  unless  the  Collateral  consists  of mobile  goods as  defined in the
Colorado  Uniform  Commercial  Code, in which case Owner agrees not to remove or
permit the removal of the Collateral  from its state of domicile for a period in
excess of 30 calendar  days; (g) not to sell,  hypothecate or otherwise  dispose
of, nor permit the  transfer by operation  of law of, any of the  Collateral  or
Proceeds or any  interest  therein,  except  sales of Inventory to buyers in the
ordinary  course of Owner's  business;  (h) not to rent,  lease or  charter  the
Collateral;  (i) to permit Bank to inspect  the  Collateral  at anytime;  (j) to
keep, in accordance with generally accepted accounting principles,  complete and
accurate  records  regarding all Collateral and Proceeds,  and to permit Bank to
inspect  the  same  and make  copies  thereof  at any  reasonable  time;  (k) if
requested by Bank, to receive and use reasonable  diligence to collect Rights to
Payment and Proceeds,  in trust and as the property of Bank,  and to immediately
endorse as  appropriate  and deliver such Rights to Payment and Proceeds to Bank
daily in the exact form in which they are  received  together  with a collection
report in form  satisfactory  to Bank;  (l) not to

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commingle  Rights to Payment,  Proceeds  or  collections  thereunder  with other
property;  (m) to give only  normal  allowances  and  credits and to advise Bank
thereof  immediately in writing if they affect any Rights to Payment or Proceeds
in any material  respect;  (n) in the event Bank elects to received  payments of
Rights to Payment or Proceeds hereunder, to pay all expenses incurred by Bank in
connection   therewith,   including  expenses  of  accounting,   correspondence,
collection efforts, reporting to account or contract debtors, filing, recording,
record keeping,  and expenses incidental thereto; and (p) to provide any service
and do any other acts which may be necessary  to maintain,  preserve and protect
all Collateral  and, as appropriate  and  applicable,  to keep all Collateral in
good and saleable  condition in  accordance  with the  standards  and  practices
adhered to generally by users and  manufacturers  of like property,  and to keep
all Collateral and Proceeds free and clear of all defenses, rights of offset and
counterclaims.

7. POWERS OF BANK. Owner appoints Bank its true  attorney-in-fact to perform any
of the following  powers,  which are coupled with an interest,  are  irrevocable
until  termination  of the Agreement  and may be exercised  from time to time by
Bank's  officers  and  employees,  or any of  them,  whether  or not  any of the
Borrowers  or  Owner is in  default:  (a) to  perform  any  obligation  of Owner
hereunder in Owner's name or otherwise; (b) to give notice to account debtors or
others of Banks rights in the  Collateral  and Proceeds,  to enforce or forebear
from  enforcing  the same and make  extension or  modification  agreements  with
respect thereto;  (c) to release persons liable on Proceeds and to give receipts
and acquittances and compromise disputes in connection therewith; (d) to release
or substitute security;  (e) to resort to security in any order; (f) to prepare,
execute  file,  record or deliver  notes,  assignments,  schedules,  designation
statements,   financing   statements,   continuation   statements,   termination
statements,  statements of assignment,  applications  for  registration  or like
papers to perfect,  preserve or release  Bank  interest  in the  Collateral  and
Proceeds;  (g) to receive,  open and read mail  addressed to Owner;  (h) to take
cash,  instruments  for the payment of money and other property to which Bank is
entitled;  (i) to verify facts concerning the Collateral and Proceeds by inquiry
of obligors thereon, or otherwise,  in its own name or a fictitious name; (j) to
endorse,  collect, deliver and receive payment under instruments for the payment
of money constituting or relating to Proceeds; (k) to prepare,  adjust, execute,
deliver and receive payment under insurance  claims,  and to collect and receive
payment of and endorse any  instrument in payment of loss or return  premiums or
any other  insurance  refund or return,  and to apply such  amounts  received by
Bank, at Bank's sole option, toward repayment of the Indebtedness or replacement
of the Collateral;  (l) to exercise all rights,  powers and remedies which Owner
would have but for this  Agreement,  with respect to all Collateral and Proceeds
subject hereto; (m) to enter onto Owner's premises in inspecting the Collateral;
and (n) to do all acts and things and execute all documents in the name of Owner
or otherwise,  deemed by Bank as necessary,  proper and convenient in connection
with the preservation, perfection or enforcement of its rights hereunder.

8. OWNERS WAIVERS.

8.1 Owner  waives any right to require  Bank to: (a) proceed  against any of the
Borrowers or any other person;  (b) marshal assets or proceed against or exhaust
any security held from any of the Borrowers or any other person; (c) give notice
of the terms,  time and place of any public or private sale or other disposition
of  personal  property  security  held  from any of the  Borrowers  or any other
person;  (d) take any action or pursue any other remedy in Banks  power;  or (e)
make  any  presentment  or  demand  for  performance,  or  give  any  notice  of
nonperformance, protest, notice of protest or notice of dishonor hereunder or in
connection  with any  obligations  or evidences of  indebtedness  held by Bank's
security for or which  constitute in whole or in part the  Indebtedness  secured
hereunder, or in connection with the creation of new or additional Indebtedness.

8.2 Owner waives any defense to its obligations  hereunder based upon or arising
by reason of: (a) any disability or other defense of any of the Borrowers or any
other person;  (b) the

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cessation or limitation from any cause  whatsoever,  other than payment in full,
of the Indebtedness of any of the Borrowers or any other person; (c) any lack of
authority of any officer,  director,  partner, agent or any other person. acting
or purporting to act on behalf of any of the Borrowers  which is a  corporation,
partnership  or other type of entity,  or any defect in the  formation of any of
such  Borrower;  (d) the  application by any of the Borrowers of the proceeds of
any Indebtedness  for purposes other than the purposes  represented by Borrowers
to, or intended or understood by, Bank or Owner; (e) any act or omission by Bank
which  directly or indirectly  results in or aids the discharge of the Borrowers
or any portion of the Indebtedness by operation of law or otherwise, or which in
any way  impairs or suspends  any rights or remedies of Bank  against any of the
Borrowers;  (f) any  impairment of the value of any interest in any security for
the  Indebtedness or any portion  thereof,  including  without  limitation,  the
failure to obtain or maintain  perfection or  recordation of any interest in any
such security,  the release of any such security without  substitution,  and the
failure to preserve the value of, or to comply with  applicable law in disposing
of, any such security;  (g) any  modification of the  Indebtedness,  in any form
whatsoever,  including  any  modification  made after  revocation  hereof to any
Indebtedness incurred prior to such revocation, and including without limitation
the renewal, extension,  acceleration or other change in time for payment of, or
other change in the terms of, the indebtedness or any portion thereof, including
increase or decrease of the rate of  Interest  thereon;  or (h) any  requirement
that  Bank  give  any  notice  of  acceptance  of  this  Agreement.   Until  all
Indebtedness  shall  have  been  paid in  full,  Owner  shall  have no  right of
subrogation, and Owner waives any right to enforce any remedy which Bank now has
or may  hereafter  have against any of the  Borrowers or any other  person,  and
waives any benefit of, or any right to  participate  in, any security now or her
held by Bank.  Owner  further  waives  all rights  and  defenses  Owner may have
arising out of (i) any election of remedies by Bank,  even though that  election
of remedies, such as a non-judicial foreclosure with respect to any security for
any portion of the Indebtedness, destroys Owners rights of subrogation or Owners
rights to proceed  against any of the Borrowers for  reimbursement,  or (ii) any
loss of rights  Owner may suffer by reason of any rights,  powers or remedies of
any of the Borrowers in connection  with any  anti-deficiency  laws or any other
laws limiting,  qualifying or discharging  Borrowers'  Indebtedness,  whether by
operation of law or otherwise  including any rights Guarantor may have to a fair
market  value  hearing  to  determine  the size of a  deficiency  following  any
foreclosure  sale or other  disposition  of any real  property  security for any
portion of the Indebtedness.

9.  AUTHORIZATIONS  TO  BANK.  Owner  authorizes  Bank  either  before  or after
revocation  hereof  with  notice to or demand on Owner,  and  without  affecting
Owners  liability  hereunder from time to time to: (a) alter,  compromise  renew
extend  accelerate  or  otherwise  change the time for payment of, or  otherwise
change the terms of, the Indebtedness or any portion thereof, including increase
or decrease of the rate of interest thereon;  (b) take and hold security,  other
than the Collateral  and Proceeds,  for the payment of the  Indebtedness  or any
portion  thereof,  and  exchange,  enforce,  waive,  subordinate  or release the
Collateral  and Proceeds,  or any part thereof or any such other  security:  (c)
apply the Collateral and Proceeds or such other security and direct the order or
manner of sale  thereof,  including  without  limitation,  a  non-judicial  sale
permitted by the terms of the controlling  security agreement,  mortgage or deed
of trust, as Bank in its discretion may determine; (d) release or substitute any
one or more of the endorsers or guarantors of the  Indebtedness,  or any portion
thereof,  or any other party thereto;  and (e) apply  payments  received by Bank
from any of the Borrowers to any  indebtedness  of any of the Borrowers to Bank,
in such order as Bank shall  determine  in its sole  discretion,  whether or not
such  Indebtedness  is covered by this  Agreement,  and Owner hereby  waives any
provision of law regarding  application of payments which  specifies  otherwise.
Bank may without notice assign this Agreement in whole or in part.


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10. PAYMENT OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS.  Owner agrees to
pay, prior to delinquency,  all insurance premiums,  taxes,  charges,  liens and
assessments  against the Collateral and Proceeds,  and upon the failure of Owner
to do so, Bank at its option may pay any of them, and shall be the sole judge of
the legality or validity thereof and the amount necessary to discharge the same.
Any such payments made by Bank shall be  obligations  of Owner to Bank,  due and
payable immediately upon demand,  together with interest at a rate determined in
accordance  with the provisions of this  Agreement,  and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this Agreement.

11. EVENTS OF DEFAULT.  The occurrence of any of the following shall  constitute
an "Event of Default"  under this  Agreement:  (a) any default in the payment or
performance  of any  obligation,  or any defined  event of default under (i) any
contract or instrument  evidencing any  Indebtedness or (ii) any other agreement
between any of the Borrowers and Bank,  including  without  limitation  any loan
agreement, relating to or executed in connection with any Indebtedness;  (b) any
representation  or warranty  made by Owner  herein  shall prove o be  incorrect,
false or misleading in any material  respect when made;  (c) Owner shall fall to
observe or  perform  any  Obligation  or  agreement  contained  herein;  (d) any
impairment of the rights of Bank in any Collateral or Proceeds or any attachment
or like levy on any property of Owner; and (e) Bank, in good faith, believes any
or all of the Collateral and/or Proceeds to be in danger of misuse, dissipation,
commingling,  loss,  theft,  damage or destruction,  or otherwise in jeopardy or
unsatisfactory in character or value.

12. REMEDIES.  Upon the occurrence of any Event of Default,  Bank shall have and
may exercise without demand any and all rights, powers,  privileges and remedies
granted to a secured  party upon default under the Colorado  Uniform  Commercial
Code or otherwise provided by law, including without  limitation,  the right (a)
to contact all persons  obligated to Owner on any  Collateral or Proceeds and to
instruct  such persons to deliver all  Collateral  and/or  Proceeds  directly to
Bank,  and (b) to sell,,  lease,  license  or  otherwise  dispose  of any or all
Collateral.  All  rights,  powers,  privileges  and  remedies  of Bank  shall be
cumulative. No delay, failure or discontinuance of Bank in exercising any right,
power, privilege or remedy hereunder shall affect or operate as a waiver of such
right,  power,  privilege or remedy; nor Shall any single or partial exercise of
any such right, power,  privilege or remedy preclude,  waive or otherwise affect
any other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. Any waiver, permit, consent or approval of any kind by Bank
of any default  hereunder,  or any such waiver of any  provisions  or conditions
hereof,  must be in writing and shall be effective  only to the extent set forth
in writing. It is agreed that public or private sales or other dispositions, for
cash or on credit, to a wholesaler or retailer or Investor,  or user of property
of the types subject to this Agreement,  or public auctions are all commercially
reasonable  since  differences in the price generally  realized in the different
kinds of dispositions are ordinarily  offset by the differences in the costs and
credit risks of such dispositions.

While an Event of Default  exists:  (a) Owner will  deliver to Bank from time to
time as requested by Bank,  current lists of all  Collateral  and Proceeds;  (b)
Owner will not dispose of any Collateral or Proceeds except on terms approved by
Bank; (c) at Bank's request,  Owner will assemble and deliver all Collateral and
Proceeds  and books and  records  pertaining  thereto,  to Bank at a  reasonably
convenient  place  designated by Bank; and (d) Bank may, without notice to Owner
enter onto Owner's  premises and take  possession of the Collateral with respect
to any sale by Bank of any Collateral  subject to this  Agreement,  Owner hereby
expressly  grants to Bank the right to sell such Collateral  using any or all of
Owner trademarks,  trade names,  trade name rights and/or  proprietary labels or
marks.  Owner  further  agrees that Bank shall have no  obligation to process or
prepare any Collateral for sale or other disposition.


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13.  DISPOSITION  OF COLLATERAL  ANP  PROCEEDS;  TRANSFER OF  INIDEBTEDNESS.  In
disposing of Collateral  hereunder,  Bank may disclaim all  warranties of title,
possession, quiet enjoyment and the like. Any proceeds of any disposition of any
Collateral  or  Proceeds,  or any part  thereof,  may be  applied by Bank to the
payment of expenses incurred by Bank in connection with the foregoing, including
reasonable  attorneys'  fees, and the balance of such proceeds may be applied by
Bank toward the payment of the  Indebtedness  in such order of application on as
Bank may from time to time  elect.  Upon the  transfer  of an or any part of the
Indebtedness,  Bank may transfer all or any part of the  Collateral  or Proceeds
and shall be fully discharged  thereafter from all liability and  responsibility
with respect to any of the foregoing so transferred, and the transferee shall be
vested with all rights and powers of Bank  hereunder  with respect to any of the
foregoing so transferred;  but with respect to any Collateral or Proceeds not so
transferred,  Bank shall  retain all rights,  powers,  privileges  and  remedies
herein given.

14.  NOTICES.  All notices,  requests and demands  required under this Agreement
must be in  writing  addressed  to Bank at the  address  specified  in Section 2
hereof and to Owner at the address of its chief  executive  office (or principal
residence,  if applicable) specified below or to such other address as any party
may designate by written notice to each other party, and shall be deemed to have
been given or made as follows (a) if personally delivered, upon delivery; (b) if
sent by mail, upon the earlier of the date of receipt or 3 days after deposit in
the U.S.  mail,  first class and postage  prepaid;  and (c) if sent by telecopy,
upon receipt.

15. COSTS,  EXPENSES AND ATTOPRNEYS'  FEES,  Owner shall pay to Bank immediately
upon  demand  the full  amount of all  payments,  advances,  charges,  costs and
expenses,  including reasonable attorneys' fees (to include outside counsel fees
and all allocated  costs of Bank's  in-house  counsel),  expended or incurred by
Bank in  exercising  any right,  power,  privilege  or remedy  conferred by this
Agreement  or in the  enforcement  thereof,  whether  incurred  at the  trial or
appellate level, in an arbitration proceeding or otherwise, and including any of
the foregoing incurred in connection with any bankruptcy  proceeding  (including
without limitation, any adversary proceeding, contested matter or motion brought
by Bank or any other  person)  relating to Owner or in any way  affecting any of
the  Collateral or Bank's ability to exercise any of its rights or remedies with
respect thereto.  All of the foregoing shall be paid by Owner with interest from
the date of demand  until paid in full at a rate per annum  equal to the greater
of ten percent (10%) or Bank's Prime Rate in effect from time to time.

16.  SUCCESSORS:  ASSIGNMENT.  This Agreement shall be binding upon and inure to
the  benefit of the heirs,  executors,  administrators,  legal  representatives,
successors  and  assigns of the  parties;  provided  however  that Owner may not
assign or transfer any of its interests or rights hereunder without Bank's prior
written consent.  Owner  acknowledges  that Bank has the right to sell,  assign,
transfer,  negotiate  or grant  participations  in all or any  part  of,  or any
interest in, any  Indebtedness  of Borrowers  to Bank and any  obligations  with
respect thereto,  including this Agreement.  In connection  therewith,  Bank may
disclose all documents and information which Bank now has or hereafter  acquires
relating to Owner and/or this Agreement,  whether furnished by Borrowers;  Owner
or  otherwise.  Owner further  agrees that Bank may disclose such  documents and
information to Borrowers.

17. AMENDMENT.  This Agreement may be amended or modified only in writing signed
by Bank and Owner.

18. APPLICATION OF SINGULAR AND PLURAL. In all cases where there is but a single
Borrower,  then all words used herein in the plural shall be deemed to have been
used in the singular  where the context and  construction  so require;  and when
there is more than one Borrower named herein, or when this Agreement is executed
by more than one Owner, the word

<PAGE>

"Borrowers" and the word "Owner"  respectively shall mean all or any one or more
of them as the context requires

19. SEVERABILITY OF PROVISIONS. If any provision of this Agreement shall be held
to be prohibited by, or invalid under  applicable  law, such provision  shall be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or any remaining provisions of this
Agreement.

20.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance with the laws of the State of Colorado.

21. ARBITRATION.

21.1 ARBITRATION.  The parties hereto agree, upon demand by any party, to submit
to binding arbitration all claims,  disputes and controversies  between or among
them (and their respective employees, officers, directors,  attorneys, and other
agents), whether in tort, contract or otherwise arising out of or relating to in
any way (a) the loan and  related  loan and  security  documents  which  are the
subject of this  Agreement and its  negotiation,  execution,  collateratization,
administration,  repayment, modification,  extension,  substitution,  formation,
inducement, enforcement, default or termination; or (b) requests for ?additional
credit.

21.2 GOVERNING RULES. Any arbitration  proceeding will (a) proceed in a location
in Colorado selected by the American  Arbitration  Association  ("AAA'";  (b) be
governed  by the  Federal  Arbitration  Act  (Title  9 of the US  States  Code),
notwithstanding  any conflicting choice of law provision in any of the documents
between  the  parties;   and  (c)  be  conducted  by  the  AAA,  or  such  other
administrator  as the parties shall mutually agree upon, in accordance  with the
AAA's commercial dispute resolution procedures, unless the claim or counterclaim
is at least  $1,000,000.00  exclusive of claimed interest,  arbitration fees and
costs in which case the  arbitration  shall be conducted in accordance  with the
AAA's optional procedures for large, complex commercial disputes (the commercial
dispute  resolution  procedures or the optional  procedures  for large,  complex
commercial disputes to be referred to, as applicable,  as the "Rules"). If there
is any  inconsistency  between  the terms  hereof and the  Rules,  the terms and
procedures  set forth  herein shall  control.  Any party who fails or refuses to
submit to arbitration following a demand by any other party shall bear all costs
and  expenses  incurred by such other  party in  compelling  arbitration  of any
dispute.  Nothing  contained  herein shall be deemed to be a waiver by any party
that is a bank of the protections  afforded to it under 12 U.S.C.  Section 91 or
any similar applicable state law.

21.3  NO  WAIVER  OF  PROVISIONAL  REMEDIES,   SELF-HELP  AND  FORECLOSURE.  The
arbitration  requirement  does not limit the right of any party to (a) foreclose
against real or personal property  collateral;  (b) exercise  self-help remedies
relating to collateral or proceeds of collateral such as setoff or repossession;
or (c) obtain  provisional  or ancillary  remedies such as replevin,  injunctive
relief,  attachment or the appointment of a receiver, before during or after the
pendency of any  arbitration  proceeding.  This  exclusion does not constitute a
waiver  of the  right or  obligation  of any  party to  submit  any  dispute  to
arbitration or reference hereunder, including those arising from the exercise of
the actions detailed in sections (a), (b) and (c) of this paragraph.

21.4 ARBITRATOR,  QUALIFICATIONS AND POWERS. Any arbitration proceeding in which
the amount in controversy is  $5,000,000.00  or less will be decided by a single
arbitrator selected according to the Rules, and who shall not render an award of
greater  than  $5,000,000.00.  Any  dispute in which the  amount in  controversy
exceeds  $5,000,000.00  shall be  decided by  majority  vote of a panel of three
arbitrators;   provided  however,  that  all  three  arbitrators  must  actively
participate in all hearings and deliberations.  The arbitrator will be a neutral
attorney  licensed in the State of Colorado  or a neutral  retired  judge of the
state or federal  judiciary  of  Colorado.  In either case

<PAGE>

with a minimum of ten years  experience in the substantive law applicable to the
subject  matter of the dispute to be arbitrated.  The arbitrator  will determine
whether or not an issue is arbitratable  and will give effect to the statutes of
limitation  in  determining  any  claim.  In  any  arbitration   proceeding  the
arbitrator will decide (by documents only or with a hearing at the  arbitrator's
discretion) any pre-hearing  motions which are similar to motions to dismiss for
failure to state a claim or motions for  summary  adjudication.  The  arbitrator
shall resolve all disputes in accordance  with the  substantive  law of Colorado
and may grant any  remedy or relief  that a court of such state  could  order or
grant within the scope hereof and such ancillary  relief as is necessary to make
effective any award.  The arbitrator shall also have the power to award recovery
of all costs and fees, to impose  sanctions and to take such other action as the
arbitrator  deems  necessary  to the same extent a judge  could  pursuant to the
Federal Rules of Civil Procedure, the Colorado Rules of Civil Procedure or other
applicable  law.  Judgment  upon the award  rendered  by the  arbitrator  may be
entered in any court having jurisdiction.  The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a waiver of the right of any party,  including the plaintiff,  to
submit the  controversy or claim to arbitration if any other party contests such
action for judicial relief.

21.5  DISCOVERY.  In any arbitration  proceeding  discovery will be permitted in
accordance with the Rules.  All discovery shall be expressly  limited to matters
directly relevant to the dispute being arbitrated and must be completed no later
than 20 days  before the  hearing  date and within 180 days of the filing of the
dispute with the AAA. Any requests for an extension of the discovery periods, or
any discovery disputes, will be subject to final determination by the arbitrator
upon a showing  that the  request for  discovery  is  essential  for the party's
presentation  and  that  no  alternative  means  for  obtaining  information  is
available.

21.6 CLASS PROCEEDINGS AND CONSOLIDATIONS. The resolution of any dispute arising
pursuant  to the  terms of this  Agreement  shall be  determined  by a  separate
arbitration  proceeding  and such dispute shall not be  consolidated  with other
disputes or included in any class proceeding.

21.7 PAYMENT OF ARBITRATION COSTS AND FEES. The arbitrator shall award all costs
and expenses of the arbitration proceeding.

21.8 MISCELLANEOUS.  To the maximum extent practicable, the AAA, the arbitrators
and the  parties  shall take all action  required to  conclude  any  arbitration
proceeding  within  180 days of the  filing  of the  dispute  with  the AAA.  No
arbitrator  or  other  party  to an  arbitration  proceeding  may  disclose  the
existence,  content or results thereof, except for disclosures of information by
a party  required in the ordinary  course of its business,  by applicable law or
regulation,  or to the extent  necessary to exercise any judicial  review rights
set forth herein.  If more than one agreement for  arbitration by or between the
parties  potentially  applies  to a  dispute,  the  arbitration  provision  most
directly  related to the documents  between the parties or the subject matter of
the dispute shall control. This arbitration provision shall survive termination,
amendment or expiration of any of the documents or any relationship  between the
parties.

Owner warrants that Owner is an  organization  registered  under the laws of the
State of Washington.

Owner  warrants  that its chief  executive  office (or principal  residence,  if
applicable) is located at the following address: 10210 NE Point Drive, Ste. 310,
Kirkland, WA 98033

Owner  warrants  that the  Collateral  (except  goods in  transit) is located or
domiciled at the following additional addresses: NONE



<PAGE>

IN WITNESS WHEREOF, this Agreement has been duly executed as of March 29, 2005.

PWI Technologies, Inc.

By:  /s/ THOMAS P. SWEENEY III
     ----------------------------------------
         Thomas P. Sweeney III, Chief Executive
         Officer/Chairman