Exhibit 10.1

                           LOAN AND SECURITY AGREEMENT


         This Loan and Security  Agreement,  dated  September 28, 2001,  between
GLOBAL ENERGY & ENVIRONMENTAL RESEARCH, INC., a Florida corporation with offices
at 15445 N. Nebraska Avenue,  Lutz, Florida 33549 (hereinafter called "Debtor"),
and 1STOPSALE.COM HOLDINGS, INC., a Delaware corporation, with offices at 321 N.
Kentucky Avenue,  Suite 1, Lakeland,  Florida 33801 (hereinafter called "Secured
Party").

         WHEREAS,  Debtor desires to borrow from Secured Party and Secured Party
desires to lend to Debtor, $500,000.

         NOW THEREFORE, the parties hereto hereby agree as follows:

         1. For good and valuable consideration,  the receipt and sufficiency of
which is hereby  acknowledged,  Debtor hereby grants to Secured Party a security
interest  in  certain  property  described  in Exhibit A hereto,  said  security
interest  to  include  a  lien  on  all  proceeds,   products,   accessions  and
substitutions of the property (the property, proceeds, products,  accessions and
substitutions,  are  hereinafter  sometimes  collectively  referred  to  as  the
"Collateral").

         2. The security interest granted herein is given to secure  performance
and payment of all  obligations  and  indebtedness of Debtor to Secured Party of
whatever kind and whenever or however  created or incurred  (hereinafter  called
the  "Indebtedness"),   including,   without  limiting  the  generality  of  the
foregoing, that certain Promissory Note (hereinafter called the "Debtor's Note")
dated the date hereof,  executed by Debtor payable to the order of Secured Party
in the principal amount of $500,000, payable on or before December 1, 2001, with
interest at the rate prescribed therein,  which evidences a loan made by Secured
Party to Debtor secured by the  Collateral,  together with any and all renewals,
extensions or arrangements of the Debtor's Note.

         3. If Secured  Party shall have  required  Debtor to deliver to Secured
Party  any or all of the  Collateral  and if  Debtor  shall  receive  or  become
entitled  to  receive  any  rights,  distributions  or  payments  of any kind or
description with respect to or on account of such  Collateral,  Debtor agrees to
accept same as agent for Secured Party, to hold same in trust for Secured Party,
and to forthwith  deliver same to Secured Party in the form  received,  with the
endorsement  of Debtor when  necessary to be held by Secured Party as Collateral
hereunder.

         4. Debtor agrees to pay prior to delinquency, all taxes, charges, liens
and assessments,  if any, against the Collateral, and upon the failure of Debtor
to do so,  Secured Party 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 payment by Secured Party shall be immediately due and payable
by Debtor to Secured  Party and shall  become part of the  Indebtedness  secured
hereby.

         5. At the option of Secured  Party and without  necessity  of demand or
notice,  all or any part of the Indebtedness  shall  immediately  become due and
payable  irrespective  of any agreed  maturity  upon the happening of any of the

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following events of default ("Events of default"): (a) default in the payment of
any of the  Indebtedness  when due,  after  expiration of any  applicable  grace
period;  (b) any breach of this Agreement;  (c) the entry of a final judgment in
an amount greater that $50,000, issuance of an injunction or order of attachment
against  the  Debtor,  or  any of the  Collateral  and  the  same  shall  remain
undischarged  for a  period  of 30 days  during  which  execution  shall  not be
effectively stayed; (d) the appointment of a receiver,  conservator,  custodian,
trustee, or similar person, officer or committee of, or for any property of, the
Debtor  which  appointment  shall  not be  dismissed  within  30  days  of  such
appointment (e) the insolvency, dissolution, commission of an act of bankruptcy,
assignment for the benefit of creditors,  making of a bulk transfer, granting of
a security  interest in any  property  subject to this  Agreement,  the whole or
partial suspension or liquidation of usual business,  or failure in business, of
or by Debtor;  (f) the commencement of any proceeding,  suit or action under any
provisions  of the  bankruptcy  Act, as amended,  or any  similar  statute,  for
adjudication as a bankrupt, reorganization, composition, extension, arrangement,
wage earner's  plan,  receivership,  liquidation  or  dissolution  by or against
Debtor which is not discharged  within 30 days thereafter;  (g) the Debtor shall
terminate or suspend the transaction of its usual business and such  termination
or  suspension  shall  continue  for a period of 10 days;  or (h)  Debtor  shall
default in the payment of the principal of or interest on any  indebtedness  for
borrowed money in an amount  greater than $50,000,  other than the Debtor's Note
(including, without limitation, any obligation on account of equipment leases or
title  retention or  conditional  sales  agreements)  beyond any period of grace
provided with respect thereto, or in the performance of, or compliance with, any
term  contained in any  agreement or  instrument  evidencing or relating to such
indebtedness,  or under which any such  indebtedness  is created,  and shall not
have cured such default within any period of grace provided by such agreement or
instrument,  if the  effect of such  default is to cause or permit the holder of
such  indebtedness  (or a  trustee  on  behalf  of such  holder)  to cause  such
indebtedness to become due prior to its stated maturity.

         6. If all or any part of the Indebtedness  shall become due and payable
by demand or as specified in Paragraph 5, Secured Party may then, or at any time
thereafter,  apply, set-off, collect, draw upon, draft upon, sell in one or more
sales or otherwise  dispose of, any or all of the  Collateral,  in such order as
Secured  Party  may  elect,  and any such  sale may be made  either at public or
private  sale at its place of  business  or  elsewhere,  either for cash or upon
credit or for future  delivery,  at such price as Secured Party may deem fair in
its reasonable discretion,  and Secured Party may be the purchaser of any or all
Collateral  so sold and hold the same  thereafter in its own right free from any
claim of Debtor or right of redemption. In the event the collateral is sold in a
private sale,  such purchase  price shall be at fair market value,  utilizing an
independent  third party  valuation.  No such purchase or holding by the Secured
Party shall be deemed a retention by the Secured  Party in  satisfaction  of the
Indebtedness.  If any applicable provision of the Uniform Commercial Code of the
State of Florida (the "Uniform  Commercial  Code") or other law requires Secured
Party to give reasonable notice of any such sale or disposition or other action,
five days prior written notice shall constitute reasonable notice. Secured Party
may require  Debtor to assemble the  Collateral and make it available to Secured
Party at a place  designated by Secured Party which is reasonably  convenient to
Secured Party and Debtor.  Any sale  hereunder may be conducted by an auctioneer
or any officer or agent of Secured Party.

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         7. Except as otherwise provided herein or in the Debtor's Note, Secured
Party shall be under no duty whatsoever to make or give any presentment,  demand
for performance, notice of nonperformance, protest, notice of protest, notice of
dishonor or notice of intent to accelerate with respect to any Collateral or the
Indebtedness.  Secured  Party  shall not be liable  for  failure  to  collect or
realize upon any or all of the  Indebtedness or Collateral,  or for any delay in
so  doing,  nor  shall  Secured  Party  be under  any  duty to take  any  action
whatsoever with regard  thereto.  Secured Party shall,  however,  use reasonable
care in the custody and preservation of any Collateral in its possession, and in
attempting  to collect the proceeds of any of the  Collateral  or in  permitting
Debtor to make such collection,  prior to the expiration dates thereof, but need
not take any steps to keep the Collateral identifiable. Secured Party shall have
no duty to  comply  with any  recording,  filing,  or other  legal  requirements
necessary to establish or maintain the validity,  priority or enforceability of,
or Secured Party's rights in or to, any of the Collateral.

         8. Subject to the  provisions of paragraph 7 hereof,  Debtor waives any
right to require  Secured  Party to proceed  against  any  person,  exhaust  any
Collateral or pursue any other remedy in Secured  Party's power;  waives any and
all notice of acceptance of this Agreement or of creation or modification of any
of the  Indebtedness;  and waives any defense arising by reason of any liability
or other  defense  of any  Debtor  or any  other  person,  or by  reason  of the
cessation  from any cause  whatsoever  of the  liability  of Debtor or any other
person. All dealings between Debtor and Secured Party,  whether or not resulting
in the creation of Indebtedness, shall conclusively be presumed to have been had
or consummated in reliance upon this  Agreement.  Until all  Indebtedness  shall
have been paid in full,  Debtor shall have no right to  subrogation,  and debtor
waives  any right to  enforce  any  remedy  which  Secured  Party now has or may
hereafter  have  against any Debtor or against  any other  person and waives any
benefit of and any right to participate in any Collateral or security whatsoever
now or hereafter held by Secured Party.  Debtor authorizes Secured Party without
notice or demand  and  without  any  reservation  of rights  against  Debtor and
without affecting Debtor's liability hereunder or on the Indebtedness, from time
to time to (a) take and  hold  security,  other  than  the  Collateral,  for the
payment of any or all of the  indebtedness,  and  exchange,  enforce,  waive and
release any or all of the Collateral or other  security;  and (b) after an Event
of Default as specified in section 5, apply the Collateral or other security and
direct the order or manner of sale  thereof as Secured  Party in its  discretion
may determine.

         9. The proceeds of any sale or other  disposition of the Collateral and
all sums  received  or  collected  by  Secured  Party  from or on account of the
Collateral  shall be applied by Secured Party in the manner set forth in Section
9-504 of the Uniform Commercial Code in effect at the time of such sale or other
disposition of the  Collateral.  Debtor shall remain liable to Secured Party for
any indebtedness,  advances, costs, charges and expenses, together with interest
thereon remaining unpaid and shall pay the same immediately to Secured Party.

         10.  Debtor  represents,  warrants  and  agrees  that,  except  for the
security interests of Secured Party (which security interests have been assigned
to Secured Party as Collateral),  Debtor owns good and indefeasible title to the
Collateral,  and no security  interest or lien has been  created by Debtor or is
known by Debtor to exist with  respect  to any  Collateral  and,  to the best of
Debtor's  information  and  belief,  no-financing  statement  or other  security
instrument is on file in any jurisdiction covering such Collateral;  Debtor will
not create any other security interest or lien and will not file or permit to be

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filed any other financing statement or security instrument; Debtor will execute,
deliver  and file  such  financing  statements,  security  agreements  and other
documents  as may be  requested  Secured  Party  from  time to time to  confirm,
perfect and preserve  the security  interest  created  hereby,  and in addition,
hereby authorizes Secured Party to execute on behalf of Debtor, deliver and file
such financing  statements,  security agreements and other documents without the
signature of Debtor, all at the expense of Debtor.

         11. The only office where the Debtor  keeps,  or will at any time prior
to final release  hereof keep,  records  concerning  any part of the  Collateral
which is "accounts" as that term is defined in the Uniform Commercial Code is at
the address of Debtor shown at the beginning of this Agreement,  which office is
the principal place of business and the location of the chief  executive  office
of Debtor.

         12. Secured Party may transfer any or all of the Indebtedness, and upon
any such transfer  Secured Party may transfer any or all of the  Collateral  and
shall be fully  discharged  thereafter  from all  liability  with respect to the
Collateral to transferred,  and the transferee  shall be vested with all rights,
powers and remedies of Secured  Party  hereunder  with respect to  Collateral so
transferred; but with respect to any Collateral not so transferred Secured Party
shall retain all rights,  powers and remedies hereby given. Secured Party may at
any time deliver any or all of the Collateral to Debtor,  whose receipt shall be
a complete and full acquittal for the Collateral so delivered, and Secured Party
shall thereafter be discharged from any liability therefor.

         13. The term "Debtor" as used  throughout  this Agreement shall include
(a) the  respective  successors  and  assigns  of  Debtor;  (b) any  individual,
association,  trust, partnership,  corporation,  or other entity to which all or
substantially  all  of  the  business  or  assets  of  Debtor  shall  have  been
transferred  or with or into which Debtor shall have been merged,  consolidated,
reorganized or absorbed;  and (c) in the case of a partnership or joint venture,
any  general or  limited  partnership  or joint  venture  which  shall have been
created by reason of, or continued in existence  after, the admission of any new
partner,  partners or joint venturers therein or the dissolution of the existing
partnership or joint venture by the death,  resignation  or other  withdrawal of
any partner or joint venturer.

         14. The  execution  and  delivery of this  Agreement in no manner shall
impair or affect  any other  security  (by  endorsement  or  otherwise)  for the
payment of the  Indebtedness  and no security  taken  hereafter  as security for
payment of the Indebtedness shall impair in any manner or affect this Agreement,
all such present  future  additional  security to be  considered  as  cumulative
security.

         15. Upon payment in full of all of the Indebtedness, Secured Party will
promptly thereafter release to Debtor all of the Collateral.

         16.  This is a  continuing  Agreement  and all the  rights,  powers and
remedies  of  Secured  Party   hereunder  shall  continue  to  exist  until  all
Indebtedness  shall  have  been paid in full.  Otherwise  this  Agreement  shall
continue  irrespective of the fact that any or all of the  Indebtedness may have
become barred by any statute of  limitations or that the liability of Debtor may

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have ceased, and notwithstanding  the death,  incapacity or bankruptcy of Debtor
or any other  event or  proceeding  affecting  Debtor.  The  rights,  powers and
remedies of Secured Party hereunder  shall be in addition to all rights,  powers
and remedies  given by statute or rule of law and,  regardless of whether or not
the Uniform  Commercial Code is in effect in the jurisdiction where such rights,
powers and remedies are asserted,  Secured  Party shall have the rights,  powers
and remedies of a Secured Party under the Florida  Uniform  Commercial  Code, as
amended.  Secured  Party may exercise its bankers' lien or right of set-off with
respect  to the  Indebtedness  in the same  manner as if the  Indebtedness  were
unsecured.  No  forbearance  or delay by Secured Party in exercising  any right,
power or  remedy  shall be  deemed a waiver  thereof  or  preclude  any other or
further exercise thereof,; and no single or partial exercise of any right, power
or remedy shall preclude any other or further exercise thereof,  or the exercise
of any right, power or remedy.

         17. Except as the context may otherwise  require,  any term used herein
that is defined in Articles 1, 5 or 9 of the Uniform  Commercial Code shall have
the meaning given  therein.  If any  provision of this  Agreement is rendered or
declared  illegal or  unenforceable  by reason of any  existing or  subsequently
enacted legislation or by a decree of any court of last resort, it is the intent
of the parties that such illegal or unenforceable provision shall be reformed to
the extent  required  to  rectify  such  illegality  or  enforceability  and all
remaining portions of this Agreement shall remain in full force and effect.

         18.  Secured  Party or its  assignees  shall remit to Debtor any excess
proceeds of the Collateral over and above the aggregate Indebtedness.

         19.   Secured   Party  shall  prepare  for  execution  by  Debtor  such
instruments  as may be necessary or appropriate to place of public record and/or
otherwise  further to  evidence,  protect,  and  perfect  the liens  referred to
herein.  All such  instruments  presented by Secured  Party will be  immediately
executed and delivered by Debtor.  Debtor hereby  irrevocably  appoints  Secured
Party its  attorney-in-fact to execute and deliver any and all such instruments.
The liens  herein  referred to as  security  for the  Indebtedness,  in favor of
Secured Party, are and shall be first, prior and superior to all other liens.

         20.  All  agreements  between  Debtor  and  Secured  Party  are  hereby
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of deferment in accordance with this Agreement or advancement of the loan
proceeds,  acceleration of maturity of the Indebtedness, or otherwise, shall the
amount paid or agreed to be paid to Secured  Party for the use,  forbearance  or
detention  of the money to be loaned  hereunder  exceed the maximum  permissible
amount paid or agreed to be paid to Secured Party under applicable law. If, from
any  circumstance  whatsoever,  fulfillment  of any  provision  hereof or of the
Debtor Note, at the time  performance  of such  provision  shall be due, by law,
then,  ipso facto,  the obligation to be fulfilled shall be reduced to the limit
of such validity, and if from any circumstance Secured Party should ever receive
as interest an amount  which would exceed the highest  lawful rate,  such amount
which  would be  excessive  interest  shall be applied to the  reduction  of the
principal of the Indebtedness and not to the payment of interest. This provision
shall control every other provision of all agreements between Debtor and Secured
Party.

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         21. To induce the Secured Party to enter into the transactions provided
for herein, Debtor represents and warrants to Secured Party that:

         (a)      Debtor  is  duly   authorized  to  execute  and  deliver  this
                  Agreement  and the  Debtor's  Note and to perform all of their
                  obligations  under this  Agreement,  including the  execution,
                  delivery and performance of whatever additional  documents are
                  necessary or required;

         (b)      the execution and delivery by Debtor of this Agreement and the
                  Debtor's Note and the performance by Debtor of its obligations
                  under this Agreement and the Debtor's Note do not and will not
                  conflict  with any  provision  of law,  or of the  charter  or
                  by-laws,  or of any other agreement  affecting or binding upon
                  Debtor;

         (c)      this Agreement and the Debtor's  Note,  when duly executed and
                  delivered in accordance  with this  Agreement,  will be, valid
                  and binding  obligations  of Debtor  enforceable in accordance
                  with their respective terms,  except as limited by bankruptcy,
                  insolvency  or other laws of general  application  relating to
                  the enforcement of creditors'  rights and except to the extent
                  that the availability of specific  performance  thereof may be
                  limited by principles of equity;

         (d)      Debtor  is a  duly  organized  and  validly  existing  Florida
                  corporation  in good standing under the laws of Florida and is
                  duly  qualified and in good standing as a foreign  corporation
                  in all other  jurisdictions  where the ownership or leasing of
                  property makes such qualification necessary;

         (e)      no part of the proceeds of the Debtor's  Note will be utilized
                  to  purchase  or carry any  "margin  stock" (as defined by the
                  Federal Reserve Board  Regulation U) or to extend credit or to
                  others for the  purpose of  purchasing  or  carrying by margin
                  stock;

         (f)      no certificate or statement  herewith or heretofore  delivered
                  by Debtor  to  Secured  Party in  connection  herewith,  or in
                  connection with any transaction  contemplated hereby, contains
                  any untrue  statement of a material fact or fails to state any
                  material  fact  necessary  to keep  the  statements  contained
                  herein from being misleading;

         (g)      there are no  proceedings  pending or, to the knowledge of the
                  Debtor, threatened, nor any outstanding judgment, order, writ,
                  injunction, decree or award affecting Debtor before any court,
                  governmental  instrumentality  or other body which have, or if
                  adversely  determined would have, a material adverse effect on
                  the condition, business or properties, financial or otherwise,
                  of Debtor;

         (h)      Debtor  is not in  default  under  the  terms of any  existing
                  contract,  agreement,  lease  or  other  commitment  which  is
                  material to any of its properties or assets; and

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         (i)      Debtor has filed all tax returns  required to have been filed,
                  if any, and has paid all taxes and assessments, if any, except
                  those for which extensions have been obtained and except those
                  being contested in good faith by appropriate proceedings.

         22. Until  Secured Party is paid in full for the principal and interest
of all  indebtedness due Secured Party under the terms of this Agreement and the
Debtor's Note, Debtor agrees that it will:

         (a)      furnish  or cause to be  furnished  to the  Secured  Party any
                  financial  or other  information  that the  Secured  Party may
                  reasonably deem necessary or desirable;

         (b)      duly pay and discharge all taxes, assessments and governmental
                  charges owned by or against  Debtor or any of its  properties,
                  prior to the date on which penalty will attach thereto, unless
                  and only to the extent  that any such taxes are  contested  in
                  good faith by appropriate proceedings by Debtor;

         (c)      take  whatever  actions  are  necessary  to  comply  with  all
                  statutes  and   regulations   governing  its  -activities  and
                  operations;

         (d)      promptly cure any defects in the execution and deliver of this
                  Agreement  and all other  instruments  executed in  connection
                  with this transaction;

         (e)      execute and deliver or cause to be executed and  delivered any
                  other  instruments  or documents  which the Secured  Party may
                  reasonably request;

         (f)      promptly  notify  the  Secured  Party of any Event of  Default
                  discovered by Debtor.

         (g)      immediately  upon   consummation  of  any  public  or  private
                  offering  of  securities  by the  Debtor,  apply the  proceeds
                  thereof to payment in full of the Indebtedness.

         23. The Debtor  covenants and agrees that, until payment in full of the
principal of,  interest on, the Debtor's  Note, the  Indebtedness  and any other
indebtedness  of the  Debtor to the  Secured  Party,  whether  now  existing  or
hereafter arising,  unless the Secured Party shall otherwise consent in writing,
it will not, directly or indirectly:

         (a)      permit any material adverse change in the condition, financial
                  or otherwise, or the operations of the Debtor;

         (b)      declare or pay, or set apart any funds for the payment of, any
                  dividends  (other than  dividends  payable in capital stock of
                  the Debtor) on any shares of capital stock of any class of the
                  Debtor,  or apply any of its funds,  property or assets to, or
                  set apart any funds,  property  or assets for,  the  purchase,
                  redemption  or  other   retirement   of,  or  make  any  other
                  distribution, by reduction of capital or otherwise, in respect
                  of, any shares of any class of capital stock of the Debtor;

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         (c)      incur, create,  assume, become or be liable in any manner with
                  respect to, or permit to exist,  any indebtedness or liability
                  (including capitalized lease obligations), except:

                  (i)      indebtedness to the Secured Party; or

                  (ii)     indebtedness  with respect to trade  obligations  and
                           other  normal  accruals  in the  ordinary  course  of
                           business not yet due and payable,  or with respect to
                           which it is  contesting  in good  faith the amount or
                           validity  thereof by appropriate  proceeds,  and then
                           only to the  extent  it has set  aside  on its  books
                           adequate reserves therefor.

         (d)      Create, incur, assume or suffer to exist any mortgage, pledge,
                  lien,  charge or other encumbrance of any nature whatsoever on
                  any part of the Collateral now or hereafter owned, other than:

                  (i)      liens  securing  the  payment  of  taxes,  and  other
                           governmental  charges,  either  not  yet  due  or the
                           validity of which is being contested in good faith by
                           appropriate  proceedings,  and as to  which  it shall
                           have set aside on its books adequate reserves;

                  (ii)     deposits  under worker's  compensation,  unemployment
                           insurance  and  social  security  laws,  or to secure
                           statutory obligations; or

                  (iii)    liens  securing  obligations  of  the  Debtor  to the
                           Secured Party under this Agreement.

         (e)      Except as otherwise  explicitly  permitted by this  Agreement,
                  guarantee,  endorse  or  otherwise  in any  way  become  or be
                  responsible  for  obligations of any other person,  whether by
                  agreement to purchase the indebtedness of any other person, or
                  agreement  for the  furnishing  of funds to any other  person,
                  through purchase of goods,  supplies or services, or by way of
                  stock purchase, capital contribution, advance or loan, for the
                  purpose  of  paying  or  discharging   any   indebtedness   or
                  obligation  of  such  other  person,   or  otherwise,   except
                  endorsements  on negotiable  instruments for collection in the
                  ordinary course of business.

         (f)      Except in the ordinary  course of its business,  sell,  lease,
                  transfer  or  otherwise  dispose  of its  properties,  assets,
                  rights or licenses to any person.

         (g)      Dissolve,  liquidate,  consolidate or merge with, or otherwise
                  acquire all or  substantially  all of the assets or properties
                  of, any other corporation, partnership, business, firm, person
                  or other  entity,  or make any change in its legal name or the
                  name under which it conducts business.

         (h)      Sell,  assign,  discount or dispose in any way of any accounts
                  receivable,  promissory  notes or trade acceptance held by the

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                  Debtor,  with  or  without  recourse,  except  for  collection
                  (including endorsements) in the ordinary course of business.

         24. Any  notices or other  communication  required or  permitted  to be
given by this Agreement or any other document and instruments referred to herein
must  be  given  in  writing  and  must  be  telegraphed,  telexed,  telecasted,
personally  delivered or mailed by prepaid  certified or registered  mail return
receipt  requested to the party to whom such notice or communication is directed
at the address of such party set forth hereinabove.  Any notice or communication
required or  permitted  hereunder  shall be deemed to be given on the earlier of
the date of actual  receipt  or upon the third day after the date the  notice or
communication  is  mailed,  or, if such  notice is given by  telegram,  telex or
telecopy,  when sent.  Any party may change its  address  for  purposes  of this
Agreement by giving notice of such change to all other parties  pursuant to this
Section.

         25. This  Agreement  shall be governed by and  construed in  accordance
with the laws of the State of Florida and the  substantive  laws of the State of
Florida shall govern the validity, construction,  enforcement and interpretation
of this Agreement and all other  documents and  instruments  referred to herein,
unless otherwise  specified  therein or unless the laws of another state require
the  application of the laws of such state.  At the option of the Secured Party,
an action  may be  brought  to enforce  this  Agreement  in the state  courts of
Florida.

         26. This Agreement may be executed in any number of counterparts,  each
of which shall be deemed to be an  original,  and all of which shall  constitute
one and the same document.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
date first above written.

                                         GLOBAL ENERGY & ENVIRONMENTAL
                                         RESEARCH, INC.


                                         By:    /s/ Richard E. Wiles
                                            -----------------------------------
                                            Richard E. Wiles, President and CEO


                                         1STOPSALE.COM HOLDINGS, INC.


                                         By:   /s/ Donald R. Mastropietro
                                              ---------------------------------
                                              Donald R. Mastropietro, President

Attached:

Exhibit A  -  Description of Collateral

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                                                                       EXHIBIT A


Debtor:           Global Energy & Environmental Research, Inc.
                  15445 N. Nebraska Avenue
                  Lutz, Florida 33549

Secured Party:    1stopsale.com Holdings, Inc.
                  321 N. Kentucky Avenue, Suite 1
                  Lakeland, Florida  33801

Description of Collateral (the "Collateral")

         1. All  Accounts  (as defined in  Paragraph  6(a)  below) and  Accounts
Receivable (as defined in Paragraph 6(a) below);

         2. All Equipment (as defined in Paragraph 6(b) below);

         3. All General Intangibles (as defined in Paragraph 6(c) below);

         4. All Inventory (as defined in Paragraph 6(d) below); and

         5. To the extent not  otherwise  included,  all Proceeds (as defined in
Paragraph 6(e) below) and products of any or all of the foregoing.

         6. For the  purposes  hereof,  the  terms  below  shall be  defined  as
follows:

                  (a)  "Accounts"  and  "Accounts   Receivable"  shall  include,
without  limitation,  "accounts"  as defined in the UCC (as defined in Paragraph
6(f) below), and also all: accounts, accounts receivable,  credit card receipts,
notes  receivables  and rights to payment for credit extended and for goods sold
or leased, or services rendered,  whether or not yet earned by performance;  all
Inventory  which  gave  rise  thereto,  and  all  rights  associated  with  such
Inventory; all reclaimed,  returned, rejected or repossessed Inventory (if any),
the sale of which gave rise to any Account.

                  (b) "Equipment" shall include, without limitation, "equipment"
as defined in the UCC, and also all motor  vehicles,  rolling stock,  machinery,
office  equipment,   plant  equipment,   tools,  dies,  molds,  store  fixtures,
furniture,  and other  goods,  property,  and assets  which are used and/or were
purchased for use in the operation or furtherance of the Debtor's business,  and
any and all accessions, additions thereto, and substitutions therefore.

                  (c) "General  Intangibles" shall mean "general intangibles" as
defined in the UCC.

                  (d) "Inventory" shall include, without limitation, "inventory"
as defined in the UCC and also all: goods,  wares,  merchandise,  raw materials,
work in process,  finished goods, and all packaging,  advertising,  and shipping
materials and documents  related to any of the  foregoing,  and all labels,  and
other devices,  names or marks affixed or to be affixed  thereto for identifying
or selling the same, and other personal  property of every  description held for
sale or lease or furnished  or to be furnished  under a contract or contracts of
sale or service by the Debtor,  or used or consumed or to be used or consumed in
the Debtor's  business,  and all goods of said description which are in transit,
and all returned,  repossessed and rejected goods of said  description,  and all

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such goods of said  description  which are  detained  from or rejected for entry
into the United  States,  and all  documents  whether or not  negotiable)  which
represent any of the foregoing.

                  (e)  "Proceeds"  include,  without  limitation,  "Proceeds" as
defined in the UCC.

                  (f) "UCC" shall mean the Uniform  Commercial Code as presently
in effect in the State of Florida.

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