EXHIBIT 10.5


                                        THIRD PARTY SECURITY AGREEMENT
WELLS FARGO                             RIGHTS TO PAYMENT AND INVENTORY

1.  GRANT  OF  SECURITY'  INTEREST.  In  consideration  of any  credit  or other
financial  accommodation  heretofore,  now or hereafter extended or made to STAR
SOLUTIONS OF DELAWARE, INC.  ("Borrowers"),  or any of them by WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank'),  and 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  accounts,  deposit
accounts,   chattel  paper  (whether   electronic  or  tangible),   instruments,
promissory notes, documents, general intangibles, payment intangibles,  software
letter of credit rights,  health-care  insurance receivables and other rights to
payment  (collectively called "Rights to Payment"),  now existing or at any time
hereafter, and prior to the t hereof, arising (whether they arise from the sale,
lease or other  disposition  of inventory or from  performance  or contracts for
service, manufacture, construction, repair or otherwise or from any other source
whatsoever including all security, guaranties, warranties, indemnity agreements,
insurance policies,  supporting  obligations and other agreements  pertaining to
the same or the  property  described  therein  and in all goods  returned  by or
repossessed  from  Owner's  customers,  to  with  a  security  interest  in  all
inventory,  goods held for sale or lease or to be furnished  under contracts for
service,  goods so leased  or  furnished,  raw  materials,  component  parts and
embedded  software,  work in process or  materials  used or  consumed in Owner's
business,  and all  warehouse  receipts,  bills of lading  and  other  documents
evidencing goods owned or acquired by Owner, and all goods covered thereby,  now
or at any time hereafter and prior to the termination hereof,  owned or acquired
by  Owner  wherever  located,  and all  products  thereof  (collectively  called
"Inventory"),  whether in the possession of Owner, warehousemen,  bailees or any
other person,  or in process of delivery,  and whether located at Owner's places
of business or elsewhere  (with all Rights to Payment and Inventory  referred to
herein  collectively as the "Collateral'),  together with whatever is receivable
or received when any of the Collateral or proceeds thereof are sold,  collected,
exchanged or  otherwise  disposed of whether  such  disposition  is voluntary or
involuntary,  including  without  limitation,  all rights to payment,  including
returned  premiums,  with  respect  to  any  insurance  relating  to  any of the
foregoing and all rights to payment with respect to any claim or cause of action
affecting or relating to any 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

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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  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;(g)  all  persons  appearing  to be  obligated  on Rights to Payment  and
Proceeds have authority and capacity to contract and are bound as they appear to
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be; (h) all property  subject to chattel paper has been properly  registered and
filed  in  compliance  with law and to  perfect  the  interest  of Owner in such
property;  and (i) all Rights to Payment and Proceeds comply with all applicable
laws concerning form, content and manner of preparation and execution, including
where  applicable  Federal  Reserve  Regulation Z and any State consumer  credit
laws.

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) not to use any Inventory for any unlawful  purpose or in any way that
would void any insurance required to be carried in connection therewith; (d) not
to remove  Inventory from Owner's  premises,  except for deliveries to buyers in
the ordinary course of Owner's  business and except  Inventory which 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 Inventory from its state
of domicile  for a period in excess of 30 calendar  days;  (e) 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;  (f) 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;  (g) to furnish reports to Bank of all acquisitions,  returns,
sales and other  dispositions  of the  Inventory  in such form and detail and at
such times as Bank may require;  (h) to permit Bank to inspect the Collateral at
anytime; (i) to keep, in accordance with generally

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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;  (j) 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; (k) not
to commingle  Rights to Payment,  Proceeds or collections  thereunder with other
property;  (l) 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;  (m) on demand,  to deliver to Bank returned  property
resulting from, or payment equal to, such allowances or credits on any Rights to
Payment or Proceeds or to execute  such  documents  and do such other  things as
Bank may  reasonably  request  for the  purpose of  perfecting,  preserving  and
enforcing  its security  interest in such  returned  property;  (n) from time to
time,  when  requested  by Bank,  to  prepare  and  deliver  a  schedule  of all
Collateral  and Proceeds  subject to this Agreement and to assign in writing and
deliver  to Bank all  accounts,  contracts,  leases  and  other  chattel  paper,
instruments, documents and other evidences thereof; (o) 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;
(n) to make  withdrawals  from and to close deposit  accounts or other  accounts
with any financial  institution,  wherever located, into which Proceeds may have
been deposited,  and to apply funds so withdrawn to payment of the Indebtedness;
(o) to preserve or release the interest evidenced by

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chattel paper to which Bank is entitled hereunder and to endorse and deliver any
evidence  of title  incidental  thereto;  and (p) 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 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.
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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
thererof,  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.

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

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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.

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.


<PAGE>

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  "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

<PAGE>

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 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

<PAGE>

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

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