Exhibit 10.14

                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT  is  made  and  executed  as of  the  4th  day of
September,  2001, by and between VITRIX, INC., a Nevada corporation (hereinafter
called  "Debtor") and Frances L. Simek  (hereinafter  called  "Secured  Party").
Capitalized  terms used but not otherwise  defined herein shall have the meaning
assigned to such terms in that  certain  Note  Purchase  Agreement,  dated as of
September 4, 2001 (the "Note Purchase Agreement").

                                   WITNESSETH:

     In  order  to  secure  the due and  timely  payment  of all of the  Secured
Indebtedness (as hereinafter defined),  including the due and timely performance
by Debtor of all of the covenants,  agreements and  undertakings  of Debtor made
herein,  Debtor  hereby  grants to Secured  Party a  continuous  and  continuing
security interest in and to all of the following:

          (a) All  Accounts  (as  defined  in Article 9 of the  Arizona  Uniform
     Commercial Code),  accounts receivable,  reimbursements,  notes receivable,
     contracts,  contract  rights,  chattel  paper,  documents  and  instruments
     arising  out of the  sale of  goods or  services  rendered  and any and all
     agreements  for the sale of goods or products or  furnishing of services by
     Debtor;

          (b) All  Inventory  (as  defined in Article 9 of the  Arizona  Uniform
     Commercial  Code)  presently  owned  and which  may be  hereafter  acquired
     (howsoever and whensoever acquired) by Debtor and wheresoever located;

          (c) All  Equipment  (as  defined in Article 9 of the  Arizona  Uniform
     Commercial  Code)  presently  owned  and which  may be  hereafter  acquired
     (howsoever  and  whensoever  acquired) by Debtor and  wheresoever  located,
     together  with  any  and  all  additions  and  accessions  thereto  and all
     Equipment acquired by replacement or substitution;

          (d) All General Intangibles and Contract Rights (as defined in Article
     9 of the Arizona Uniform Commercial Code) howsoever and whensoever acquired
     and including,  without limitation,  all books, records, ledgers, journals,
     files and other  memoranda  relating  in any  manner to any of the  Secured
     Indebtedness (as hereinafter defined), all patents, copyrights, trademarks,
     shoprights,  manuals,  warranties,  literature  of  any  sort  relating  to
     maintenance,   operation,  repair  or  preservation  of  any  Inventory  or
     Equipment,  all  rights of  recovery  of Debtor  against  others  for or on
     account of damage,  destruction or injury to or conversion of any Inventory
     or Equipment of Debtor;

          (e) All  Chattel  Paper,  Instruments  (including  but not  limited to
     securities),  Documents of Title (as such terms are defined in Article 9 of
     the Arizona Uniform  Commercial Code)  negotiable  documents and securities
     presently  owned  and  which  may  be  hereafter  acquired  (howsoever  and

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     whensoever acquired) by Debtor and wheresoever located, provided,  however,
     that the securities  held by Debtor and  representing an equity interest in
     Intelogistics Corp. shall be excluded from this Security Agreement; and

          (f) All proceeds and products of the Collateral and all replacements,
     additions, substitutions and appurtenances therefor.

(All  of  the  foregoing   being   referred  to  herein   collectively   as  the
"Collateral.")

                                    ARTICLE I

                              SECURED INDEBTEDNESS

     1.1 This Security  Agreement is made to provide collateral and security for
the payment and performance by Debtor of all of the following:

          (a) Debtor's Note, dated as of even date herewith,  issued pursuant to
     the Note  Purchase  Agreement,  payable to the order of Secured  Party with
     interest and with a final  maturity date of October 1, 2006,  together with
     any and all extensions, renewals, modifications,  substitutions and changes
     in form thereof (collectively, the "Note");

          (b) The amount of all  reasonable  expenditures  made and  obligations
     incurred by Secured Party in  attempting to remedy any material  default on
     the part of Debtor in respect of this Security Agreement or the Note;

          (c) The amount of all  expenditures  made and obligations  incurred by
     Secured  Party in  attempting  to collect  any Secured  Indebtedness  or to
     enforce  any right or remedy  for  realizing  upon any  Collateral  for any
     Secured Indebtedness; and

          (d) Interest on all amounts  expended by Secured  Party for any of the
     purposes  specified  in (b) and (c) next  hereinabove  at an annual rate of
     interest equal to 18% per annum.

(All of the foregoing is referred to herein as the "Secured Indebtedness".)

                                   ARTICLE II

                                 REPRESENTATIONS

     Debtor represents to Secured Party as follows:

     2.1 Debtor is duly organized and existing under the laws of the State of
Nevada.

     2.2 The execution,  delivery and performance of this Security Agreement are
within  Debtor's  corporate  powers,  have been duly  authorized  and are not in
contravention of law  applicable  to  Debtor  or the powers of Debtor's charter,

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bylaws  or  other  incorporation   papers  or  of  any  indenture  agreement  or
undertaking to which Debtor is a party or by which it is bound.

     2.3 Debtor is the owner of the  Collateral and has good right and authority
to grant a security interest in the Collateral.

     2.4  There  are no  presently  outstanding  liens,  security  interests  or
encumbrances  in or on  the  Collateral  or  the  proceeds,  nor  any  financing
statements  covering  the  Collateral  or the proceeds  thereof,  except for the
security  interest  granted  in  this  Security   Agreement  and  the  financing
statements executed pursuant hereto.

     2.5 The address of Debtor's place of business is correctly set forth at the
beginning of this Security Agreement.

                                   ARTICLE III

                                    COVENANTS

     So long as the Secured  Indebtedness  or any part thereof  remains  unpaid,
Debtor,  for itself,  its  successors  and  assigns,  covenants  and agrees with
Secured Party, its successors and assigns, as follows:

     3.1 Debtor shall make prompt  payment,  as the same becomes due, of all the
Secured  Indebtedness  in  accordance  with  the  terms  and  provisions  of the
agreements evidencing such Indebtedness.

     3.2 Debtor shall  maintain its  corporate  existence  and pay all necessary
corporate franchise and license taxes, fees and charges.

     3.3 Debtor shall pay all  reasonable  expenses and reimburse  Secured Party
for any reasonable expenditures,  including reasonable attorneys' fees and legal
expenses,  in connection with Secured Party's  exercise of any of its rights and
remedies  under Article IV or Secured  Party's  protection of the Collateral and
its security interest therein.

     3.4 Debtor shall at all times keep  accurate  and  complete  records of the
Collateral and its proceeds.

     3.5 Debtor agrees to execute such documents and perform all acts and things
which  Secured  Party may deem  necessary to perfect and continue to perfect the
security interest created by this Security Agreement,  to protect the Collateral
and to enforce the security  interest,  including  the  execution  and filing of
financing  statements,  which appointment as attorney-in-fact is irrevocable and
coupled with an interest.

     3.6  Notwithstanding  the  security  interest in proceeds  granted  herein,
Debtor shall not sell, lend,  rent, lease or otherwise  dispose of the equipment
forming a part of the  Collateral, except for  dispositions made in the ordinary

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course of business consistent with past practice,  or any interest therein,  and
Debtor shall keep such Collateral free from unpaid charges, including taxes, and
from liens, encumbrances and security interests other than that of Secured Party
and will warrant and defend the Collateral against the claims and demands of all
other persons, except the holders of the security interests described herein.

     3.7 Debtor shall pay before  delinquency all taxes and assessments upon the
Collateral or for its use or operation.

     3.8 Debtor shall insure the  Collateral  constituting  Goods (as defined in
Article 9 of the Arizona Uniform  Commercial Code) with companies  acceptable to
Secured Party against such casualties and in such amounts as Secured Party shall
require.

     3.9 The Collateral  constituting Goods will be properly  maintained in good
condition and will not be misused or abused,  wasted or allowed to  deteriorate,
except for the ordinary wear and tear of its intended primary use.

     3.10 If Debtor  shall  default in paying  when due any tax,  assessment  or
charge  levied upon the  Collateral  or any part  thereof or if Debtor  fails to
maintain the Collateral as above  provided,  Secured Party may at its option and
without waiver of any right hereunder,  pay such tax,  assessment or charge,  or
take whatever  action is necessary to maintain the  Collateral  and in each such
case the amount  paid in  respect  thereof  shall be  payable  to Secured  Party
forthwith with interest at 18% per annum until paid and shall become part of the
indebtedness secured by this Security Agreement.

     3.11 The  equipment  forming a part of the  Collateral  will be used in the
business  of Debtor and shall  remain in Debtor's  possession  or control at all
times.

     3.12 Debtor shall  provided  notice to Secured  Party within ten days after
changing the address of its principal place of business.

     3.13 If the Collateral is evidenced by promissory notes,  trade acceptances
or other  instruments  for the payment of money,  Debtor will, at the request of
Secured Party, immediately deliver them to Secured Party, appropriately endorsed
to Secured Party's order, Debtor waives presentment, demand, notice of dishonor,
protest and notice of protest.

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                                   ARTICLE IV

                             ASSIGNMENT OF PAYMENTS;
                         CERTAIN POWERS OF SECURED PARTY

     Debtor hereby  authorizes  and directs each issuer and each account  debtor
and each other  person or entity  obligated to make payment in respect of any of
the  intangible  property  constituting  Collateral  (each  issuer and each such
account  debtor and other  person or entity being  herein  called a  "Collateral
Obligor")  to pay over to Secured  Party (on behalf of all of the holders of the
Notes),  its officers,  agents or assigns,  upon demand by Secured Party, all or
any part of the  Collateral  without  making any  inquiries  as to the status or
balance of the Secured Indebtedness and without any notice to or further consent
of Debtor.  To facilitate the rights of Secured Party  hereunder,  Debtor hereby
authorizes  Secured Party, its officers,  employees,  agents or assigns upon the
occurrence of a default hereunder, and at any time thereafter:

          (a) to notify  Collateral  Obligors  of the  security  interest in the
     respective  Collateral  created hereunder and to collect all or any part of
     the Collateral  without further notice to or further consent by Debtor, and
     Debtor hereby  constitutes  and appoints  Secured Party the true and lawful
     attorney  of  Debtor  (such  agency  being   coupled  with  an   interest),
     irrevocably,  with power of  substitution,  in the name of Debtor or in its
     own  name  or  otherwise,  to  take  any of the  actions  described  in the
     following clauses (b), (c), (d), (e) and (f);

          (b) to ask, demand, collect,  receive,  receipt for, sue for, compound
     and give  acquittance for any and all amounts which may be or become due or
     payable  under the  Collateral  and to settle  and/or  adjust all  disputes
     and/or  claims  directly  with any  Collateral  Obligor and to  compromise,
     extend the time for payment arrange for payment in installments,  otherwise
     modify the terms of, or release,  any of the Collateral,  on such terms and
     conditions  as  Secured  Party may  determine  (without  thereby  incurring
     responsibility  to or discharging  or otherwise  affecting the liability of
     Debtor to Secured Party under this Security Agreement or otherwise);

          (c) to direct  delivery  of,  receive,  open and  dispose  of all mail
     addressed to Debtor and to execute, sign, endorse, transfer and deliver (in
     the name of Debtor or in its own name or otherwise) any and all receipts or
     other  orders for the  payment  of money  drawn on the  Collateral  and all
     notes,  acceptances,  commercial paper,  drafts,  checks,  money orders and
     other  instruments  given in payment  or in part  payment  thereof  and all
     invoices,  freight and express bills and bills of lading, storage receipts,
     warehouse receipts and other instruments and documents in respect of any of
     the Collateral and any other documents  necessary to evidence,  perfect and
     realize  upon the  security  interests  and  obligations  of this  Security
     Agreement;

          (d) in its  discretion  to file any claim or take any other  action or
     proceeding which Secured Party may deem necessary or appropriate to protect
     and preserve the rights, titles and interests of Secured Party hereunder;

          (e) to sign the name of Debtor to financing statements, drafts against
     Collateral Obligors,  assignments or verifications of any of the Collateral
     and notices to Collateral Obligors.

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     Secured  Party  hereby  agrees  that any  action  taken by a Secured  Party
hereunder  shall be taken on behalf of all  Holders of the Notes and any amounts
collected  shall be paid over to each Holder in accordance with the terms of the
Note and the Note Purchase Agreement. Unless and until a default hereunder shall
have occurred,  Debtor shall be entitled,  except as herein provided and subject
to the terms of any other loan document, receive and retain all distributions on
the Collateral or any part thereof.

     The powers  conferred  on Secured  Party  pursuant  to this  Article IV are
conferred solely to protect Secured Party's interest in the Collateral and shall
not impose any duty or  obligation on Secured Party to perform any of the powers
herein conferred.

                                    ARTICLE V

                          REMEDIES IN EVENT OF DEFAULT

     5.1 The term  "default" as used in this Security  Agreement  shall mean the
occurrence  of any event of default as defined in the Note or the  occurrence of
any of the following events:

          (a) The  failure  of Debtor to make due and  punctual  payment  of the
     Secured  Indebtedness  secured hereby,  principal or interest,  or any part
     thereof, as the same shall become due and payable, whether at the scheduled
     due date, maturity or when accelerated  pursuant to any power to accelerate
     held by Secured Party.

          (b) The failure of Debtor punctually and properly to observe,  keep or
     perform  any  covenant,  agreement  or  condition  relating  to the Secured
     Indebtedness or herein required to be observed,  kept or performed, if such
     failure  continues for thirty (30) days after written  notice and demand by
     Secured Party for the performance of such covenant, agreement or condition.

          (c) Any material  representation made in this Security Agreement shall
     prove to be untrue.

          (d) Debtor declares itself  insolvent or is determined to be insolvent
     by a court  of  competent  jurisdiction,  or makes  an  assignment  for the
     benefit of creditors.

          (e) A  receiver  is  appointed  for  all or  substantially  all of the
     properties of Debtor or of the Collateral or any part thereof.

          (f) Debtor is  adjudicated  a bankrupt or  requests,  either by way of
     petition or answer, that Debtor be adjudicated a bankrupt or that Debtor be
     allowed   or   granted   any   composition,    rearrangement,    extension,

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     reorganization  or other relief under any bankruptcy law or under any other
     law for the relief of debtors now or hereafter existing.

          (g) The dissolution or other termination of Debtor.

     5.2 Upon the occurrence of a default,  Secured Party shall have the option,
with or  without  notice,  of  declaring  all the  Secured  Indebtedness  in its
entirety to be immediately due and payable.

     5.3 Upon the occurrence of a default,  Secured Party may exercise its right
of  enforcement  under  the  Uniform  Commercial  Code in force in the  State of
Arizona at the date of this Security Agreement. In conjunction with, addition to
or substitution for those rights and remedies:

          (a) Secured Party may enter upon Debtor's premises to take possession
     of, assemble and collect the Collateral or to render it unusable; and

          (b) Secured Party may require  Debtor to assemble the  Collateral  and
     make it available at a place  Secured  Party  designates  which is mutually
     convenient  to allow  Secured  Party to take  possession  or dispose of the
     Collateral; and

          (c)  Secured  Party may waive any default or remedy any default in any
     reasonable  manner without waiving the default remedied and without waiving
     any other prior or subsequent default; and

          (d)  Written  notice  mailed to Debtor at its address set forth at the
     beginning  of this  Security  Agreement  ten (10) days prior to the date of
     public sale of the Collateral or prior to the date after which private sale
     of the Collateral will be made shall constitute reasonable notice.

     5.4 Also upon the  occurrence of a default,  Secured Party may at any time,
whether  before or after any  revocation  of such  power  and  authority  or the
maturity of any of the Secured Indebtedness, (i) notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make
payment to Secured  Party of any  amounts  due or to become due  thereunder  and
enforce collection of any such Accounts, notes receivable,  contracts or General
Intangibles by suit or otherwise and  surrender,  release or exchange all or any
part thereof,  or  compromise or extend or renew for any period  (whether or not
longer  than the  original  period)  any  obligations  thereunder  or  evidenced
thereby;  (ii) Debtor will, at its own expense,  notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make
payment to the Secured Party of any amounts due or to become due thereunder; and
(iii) Secured Party is  authorized to endorse,  in the name of Debtor,  any item
howsoever  received  by  Secured  Party,  representing  any  payment on or other
proceeds of any of the  Collateral.  In each instance in which Secured Party may
elect hereunder to effect direct  collection of any one or more Accounts,  notes
receivable,  contracts or General Intangibles, Secured Party is also entitled to
take  possession  of all books and records of Debtor  relating  to the  Debtor's
Accounts, notes receivable, contracts or General Intangibles and Debtor will not
in any  manner  take or  suffer  any  action  to be  taken to  hinder,  delay or
interfere with the Secured Party's attempts to effect collection.

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     5.5 In addition to the above, Secured Party shall have and may exercise all
other rights conferred by law or under this Security Agreement and may resort to
any  remedy  existing  at law or in equity  for the  collection  of the  Secured
Indebtedness  and for the enforcement of the covenants and agreements  contained
herein  and the  resort  to any  remedy  shall not  prevent  the  concurrent  or
subsequent employment of any other appropriate remedy or remedies.

     5.6 The  rights  granted  hereunder  are  cumulative  of any and all  other
security now or hereafter  held by Secured  Party or other holder for payment of
the Secured  Indebtedness  and Secured  Party may resort to any  security now or
hereafter  existing for the payment of such indebtedness in such portions and in
such  order  as may seem  best to  Secured  Party  in its sole and  uncontrolled
discretion.  No failure on the part of Secured Party to exercise and no delay in
exercising  any  right,  power or remedy  hereunder  shall  operate  as a waiver
thereof nor shall any single or partial  exercise by Secured Party of any right,
power or remedy hereunder  preclude any other or further exercise thereof or the
exercise of any right, power or remedy.

                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1  When all of the  Secured  Indebtedness  has been  paid in full and all
obligations  and  liabilities of Debtor  hereunder shall have been performed and
discharged,  then and in that case only the security interests  evidenced hereby
or provided for herein shall  terminate  and shall be released at the expense of
Debtor and the  Collateral  then held as such by Secured Party shall become free
and clear of such security interests.  In such event Secured Party shall execute
such  instruments,  including,  but  not  limited  to,  Termination  Statements,
necessary to give effect to this Section 6.1.

     6.2 No modification  or waiver of any provision of this Security  Agreement
nor consent to any departure by Debtor therefrom shall in any event be effective
unless the same shall be in  writing  and signed by Secured  Party and then such
waiver or consent  shall be effective  only in the specific  instances,  for the
purpose for which given and to the extent  therein  specified.  No notice to nor
demand  on Debtor in any case  shall of  itself  entitle  Debtor to any other or
further notice or demand in similar or other circumstances.

     6.3 Secured Party may enter upon Debtor's  premises at any reasonable  time
to inspect the  Collateral  and  Debtor's  books and records  pertaining  to the
Collateral or its proceeds and Debtor shall assist Secured Party in whatever way
necessary to make any such inspection.

     6.4 Secured Party may at any time notify the account debtors or obligors of
any  accounts,  chattel  paper,  negotiable  instruments  or other  evidences of
indebtedness  remitted  by Debtor to Secured  Party as  proceeds  to pay Secured
Party directly.

     6.5 Secured  Party may,  by any  employee or  employees  Secured  Party may
designate,  execute,  sign, endorse,  transfer or deliver in the name of Debtor,
notes,  checks,  drafts  or other  instruments,  for the  payment  of money  and
receipts, certificates of origin, applications  for certificates of title or any

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other  documents  necessary to  evidence,  perfect and realize upon the security
interests and obligations of this Security Agreement.

     6.6 Secured Party may assign this  Security  Agreement so that the assignee
shall be entitled to the rights and remedies of Secured  Party  hereunder and in
the event of such  assignment,  Debtor  will assert no claims or defenses it may
have against the assignee except those granted in this Security Agreement.

     6.7 All notices and  communications  provided for herein shall be delivered
or mailed,  registered or certified,  postage prepaid,  addressed to the parties
hereto at their addresses set forth at the beginning of this Security Agreement,
or such other address as any party hereto shall  hereafter  designate by written
notice to the other party.

     6.8 A  determination  that any  provision  of this  Security  Agreement  is
unenforceable or invalid shall not affect the validity or  enforceability of any
other provision.

     6.9 Unless the context clearly indicates  otherwise,  "Debtor" and "Secured
Party" as used in this Security Agreement include the respective  successors and
assigns of those parties.

     6.10 The law governing this Security  Agreement  shall be that of the State
of Arizona in force at the date of this Security Agreement.

     IN WITNESS  WHEREOF,  this Security  Agreement has been duly executed as of
the date first above written.

                                    VITRIX, INC.


                                    By: /s/ Thomas S. Bednarik
                                        ----------------------------------------
                                        Thomas S. Bednarik
                                        Chief Executive Officer


                                    INVESTOR


                                    By: /s/ Frances L. Simek
                                        ----------------------------------------
                                        Frances L. Simek

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