IBM Credit Corporation

                        AGREEMENT FOR WHOLESALE FINANCING

                              (SECURITY AGREEMENT)

This  Agreement  for  Wholesale  Financing  - Security  Agreement  (as  amended,
supplemented or otherwise  modified from time to time, this  "Agreement")  dated
August  25,  2000  is  by  and  between  IBM  Credit  Corporation,   a  Delaware
corporation,  with a place of business at 1500 RiverEdge Pkwy. Atlanta, GA 30328
("IBM Credit"), and PWR Systems, Inc., a Delaware corporation, ("Customer") with
a place of business  located at 3512  Veterans  Memorial  Highway,  Bohemia,  NY
11716.

In the course of Customer's  business,  Customer acquires products and wants IBM
Credit to finance Customer's purchase of such products under the following terms
and conditions:

     1.   IBM Credit  may in its sole  discretion  from time to time  decide the
          amount of credit IBM Credit extends to Customer,  notwithstanding  any
          prior course of conduct  between IBM Credit and  Customer.  IBM Credit
          may combine all of its advances to make one debt owed by Customer.

     2.   IBM Credit may in its sole  discretion  decide the amount of funds, if
          any,  IBM Credit will  advance on any  products  Customer  may seek to
          acquire.  Customer  agrees that any decision to finance  products will
          not be binding on IBM Credit until such time as the funds are actually
          advanced by IBM Credit.

     3.   In the course of Customer's  operations,  Customer intends to purchase
          from persons approved in writing by IBM Credit for the purpose of this
          Agreement (the "Authorized  Suppliers") computer hardware and software
          products  manufactured  or  distributed by or bearing any trademark or
          trade name of such  Authorized  Suppliers (the "Approved  Inventory").
          When IBM  Credit  advances  funds,  IBM  Credit  may send  Customer  a
          Statement  of  Transaction  or other  statement.  If IBM Credit  does,
          Customer will have  acknowledged  the debt to be an account stated and
          Customer  will have  agreed  to the  terms set fort on such  statement
          unless  Customer  notifies  IBM Credit In writing of any  question  or
          objection  within  seven (7) days  after such  statement  is mailed to
          Customer.

     4.   To secure payment of all of Customer's  current and future obligations
          to IBM Credit whether under this Agreement, any guaranty that Customer
          now or hereafter executes, or any other agreement between Customer and
          IBM Credit, whether direct or contingent, Customer grants IBM Credit a
          security interest in all of Customer's inventory, equipment, fixtures,
          accounts,  contract  rights,  chattel  paper,  instruments,  reserves,
          documents of title, deposit accounts and general intangibles,  whether
          now owned or hereafter  acquired,  and all  attachments,  accessories,
          accessions, substitutions and/or replacements thereto and all proceeds
          thereof.  All  of  the  above  assets  are  defined  pursuant  to  the
          provisions  of  Article  9 of the  Uniform  Commercial  Code  and  are
          hereinafter  collectively  referred  to  as  the  "Collateral".   This
          security interest is also granted to secure Customer's  obligations to
          all  of  IBM  Credit's  affiliates.  Customer  will  hold  all  of the
          Collateral  financed by IBM Credit, and the proceeds thereof, in trust
          for IBM Credit and  Customer  will  immediately  account for and remit
          directly  to IBM Credit all such  proceeds  when  payment is  required
          under the terms set forth in the  billing  statement  or as  otherwise
          provided in this Agreement. IBM Credit may directly collect any amount
          owed  to  Customer  from  Authorized  Suppliers  with  respect  to the
          Collateral  and credit  Customer  with all such sums  received  by IBM
          Credit from Authorized Suppliers. IBM Credit's title, lien or security
          interest  will not be impaired by any payments  Customer  makes to the
          seller or anyone else or by  Customer's  failure or refusal to account
          to IBM Credit for proceeds.

     5.   Customer's principal place of business is located at:


          3512 Veterans Memorial Highway Bohemia, Suffolk, New York 11716
          (Number and Street) (City, County, State, Zip Code)

<PAGE>

and  Customer  represents  that  its  business  is  conducted  as  a  ____  SOLE
PROPRIETORSHIP,  ___ PARTNERSHIP,  X CORPORATION,  ___ LIMITED LIABILITY COMPANY
(check applicable term).  Customer will notify IBM Credit, in writing,  prior to
any change in Customer's identity, name, form of ownership or management, and of
any change in  Customer's  principal  place of  business,  or any  additions  or
discontinuances  of other business  locations.  The  Collateral  will be kept at
Customer's  principal  place of business.  Customer  will notify IBM Credit,  in
writing,  thirty  (30) days prior to moving any of the  Collateral  to any other
address. Customer and Customer's predecessors have done business during the last
six (6) months only under the following names:

              PC Workstations Rentals, Inc. d/b/a Vizy Interactive - PWR Systems

     PWR Acquisition Corporation .

     This  paragraph  is not in any manner  intended  to limit the extent of IBM
     Credit's security interest in the Collateral.

     6.   Customer  represents  and  covenants  that the  Collateral is and will
          remain free from all claims and liens superior to IBM Credit's  unless
          otherwise  agreed to by IBM Credit in writing,  and that Customer will
          defend the Collateral  against all other claims and demands.  Customer
          will not sell, rent, lease,  lend,  demonstrate,  pledge,  transfer or
          secrete any of the  Collateral  or use any of the  Collateral  for any
          purpose  other  than  exhibition  and sale to buyers  in the  ordinary
          course of  business,  without  IBM  Credit's  prior  written  consent.
          Customer  will execute all documents IBM Credit may request to confirm
          or perfect IBM Credit's security interest in the Collateral.  Customer
          warrants and represents that Customer is not in default in the payment
          of  any  principal,   interest  or  other  charges   relating  to  any
          indebtedness owed to any third party, and no event has occurred, as of
          the effective  date of this Agreement or as of the date of any request
          by Customer to IBM Credit for financing in the future, under the terms
          of any agreement, document, promissory note or other instrument, which
          with or  without  the  passage  of time  and/or  the  giving of notice
          constitutes  or  would  constitute  an event  of  default  thereunder.
          Customer will promptly provide its year-end  financial  statement,  in
          form and detail  satisfactory  to IBM  Credit,  to IBM  Credit  within
          ninety (90) days after  Customer's  fiscal year ends and, if requested
          by  IBM  Credit,   Customer  will  also  promptly  provide  Customer's
          financial  statement  to IBM Credit after each fiscal  quarter  within
          forty five (45) days.  Customer  represents  and  covenants  that each
          financial  statement  that  Customer  submits  to IBM  Credit  will be
          prepared  according to generally  accepted  accounting  principles  in
          effect in the  United  States  from  time to time,  and is and will be
          correct and will accurately  represent Customer's financial condition.
          Customer   further   acknowledges   IBM   Credit's   reliance  on  the
          truthfulness  and accuracy of each  financial  statement that Customer
          submits to IBM Credit in IBM Credit's  extension of various  financial
          accommodations to Customer.

     7.   Customer will pay all taxes, license fees,  assessments and charges on
          the Collateral when due.  Customer will immediately  notify IBM Credit
          of  any  loss,  theft  or  destruction  of or  damage  to  any  of the
          Collateral.  Customer  will be  responsible  for any  loss,  theft  or
          destruction or damage of Collateral. Customer will keep the Collateral
          insured for its full  insurable  value against loss or damage under an
          "all risk" insurance policy. Customer will obtain insurance under such
          terms and in such amounts acceptable to IBM Credit, from time to time,
          with companies  acceptable to IBM Credit,  with a lender loss-payee or
          mortgagee  clause  payable  to IBM Credit to the extent of any loss to
          the  Collateral  and  containing  a  waiver  of all  defenses  against
          Customer that is acceptable to IBM Credit.  Customer agrees to provide
          waiver of all defenses  against  Customer  that is  acceptable  to IBM
          Credit. Customer agrees to provide IBM Credit with written evidence of
          the required  insurance  coverage and lender  loss-payee  or mortgagee
          clause.  Customer  assigns to IBM Credit all amounts  owed to Customer
          under any insurance policy, and Customer directs any insurance company
          to make  payment  directly  to IBM  Credit to be applied to the unpaid
          obligations  owed IBM Credit.  Customer  further  grants IBM Credit an
          irrevocable power of attorney to endorse any checks or drafts and sign
          and file any of the papers,  forms and documents  required to initiate
          and settle any  insurance  claims with respect to the  Collateral.  If
          Customer fails to pay any of the above-referenced  costs,  charges, or
          insurance premiums, or if Customer fails to insure the Collateral, IBM
          Credit may, but will not be obligated to, pay such costs,  charges and
          insurance  premiums,  and then  amounts  paid  will be  considered  an
          additional obligation owed by Customer to IBM Credit.

<PAGE>

     8.   IBM Credit has the right to enter upon  Customer's  premises from time
          to time,  as IBM Credit in its sole  discretion  may determine for IBM
          Credit's sole benefit, and all without any advance notice to Customer,
          to:  examine  the  Collateral;  appraise  it as  security;  verify its
          condition and non-use;  verify that all Collateral  have been properly
          accounted  for;  verify that  Customer has complied with all terms and
          provisions of this Agreement;  and assess, examine, and make copies of
          Customer's  books and  records.  Any  collection  by IBM Credit of any
          amounts  Customer  owes at or during IBM Credit's  examination  of the
          Collateral does not relieve  Customer of its continuing  obligation to
          pay Customer's  obligations owed to IBM Credit in accordance with such
          terms.

     9.   Customer  agrees to immediately  pay IBM Credit the full amount of the
          principal  balance owed IBM Credit on each item of Approved  Inventory
          financed by IBM Credit at the time such  Approved  Inventory  is sold,
          lost, stolen,  destroyed,  or damaged,  whichever occurs first, unless
          IBM Credit has agreed in writing to provide  financing  to Customer on
          other  items.  Customer  also agrees to provide  IBM Credit,  upon IBM
          Credit's request, an inventory report which describes all the Approved
          Inventory in Customer's  possession  (excluding any Approved Inventory
          financed by IBM Credit under the Demonstration and Training  Equipment
          Financing Option).  Regardless of the repayment terms set forth in any
          billing  statement,  if IBM Credit  determines,  after  conducting  an
          inspection   of  all  of  Customer's   inventory,   that  the  current
          outstanding  obligations  owed by Customer  to IBM Credit  exceeds the
          aggregate  wholesale  invoice  price,  net  of  all  applicable  price
          reduction credits, of the Approved Inventory in Customer's  possession
          that is new and in  manufacturer  sealed boxes and in which IBM Credit
          has a perfected first priority security  interest,  Customer agrees to
          immediately  pay IBM Credit an amount equal to the difference  between
          such  outstanding  obligations  and the  aggregate  wholesale  invoice
          price, net of all applicable price reduction credits, of such Approved
          Inventory.  Customer will make all payments to IBM Credit according to
          the remit to  instructions  in the  billing  statement.  Any checks or
          other  instruments  delivered  to IBM  Credit  to be  applied  against
          Customer's outstanding obligations will constitute conditional payment
          until the funds  represented by such instruments are actually received
          by IBM Credit. IBM Credit may apply payments to reduce finance charges
          first and then  principal,  irrespective  of Customer's  instructions.
          Further,  IBM  Credit  may  apply  principal  payments  to the  oldest
          (earliest)  invoice for the Approved Inventory financed by IBM Credit,
          or to such Approved Inventory which is sold, lost, stolen,  destroyed,
          damaged,  or otherwise  disposed of. If Customer  signs any instrument
          for any  outstanding  obligations,  it will be evidence of  Customer's
          obligation  to pay and  will not be  payment.  Any  discount,  rebate,
          bonus,  or credit for  Approved  Inventory  granted to Customer by any
          Authorized  Supplier  will not,  in any way,  reduce  the  obligations
          Customer  owes IBM Credit,  until IBM Credit has  received  payment in
          good funds.

     10.  Customer  will pay IBM Credit  finance  charges on the total amount of
          credit  extended to Customer in the amount agreed to between  Customer
          and IBM Credit  from time to time.  The period of any  financing  will
          begin on the invoice  date for the Approved  Inventory  whether or not
          IBM Credit advances payment on such date. This period will be included
          in the  calculation  of the  annual  percentage  rate  of the  finance
          charges.  Such  finance  charges may be applied by IBM Credit to cover
          any amounts  expended for IBM Credit's;  appraisal and  examination of
          the Collateral;  maintenance of facilities for payment;  assistance in
          support of  Customer's  retail  sales;  IBM  Credit's  commitments  to
          Authorized  Suppliers to finance  shipments  of Approved  Inventory to
          Customer;  recording and filing fees;  expenses  incurred in obtaining
          additional collateral or security; and any costs and expenses incurred
          by IBM Credit  arising  out of the  financing  IBM  Credit  extends to
          Customer.  Customer also agrees to pay IBM Credit  additional  charges
          which will include: late payment fees at a per annum rate equal to the
          Prime Rate plus 6.5%;  flat charges;  charges for receiving NSF checks
          from  Customer;  renewal  charges;  and any other charges agreed to by
          Customer  and IBM  Credit  from  time to time.  For  purposes  of this
          Agreement, "Prime Rate" will mean the average of the rates of interest
          announced  by banks  which IBM  Credit  uses in its  normal  course of
          business  of  determining  prime  rate.   Unless  Customer   hereafter
          otherwise  agrees in  writing,  the  finance  charges  and  additional
          charges agreed upon will be IBM Credit's  applicable  finance  charges
          and additional  charges for the class of Approved  Inventory  involved
          prevailing  from  time to  time at IBM  Credit's  principal  place  of
          business,  but in no event  greater than the highest rate from time to
          time  permitted by applicable  law. If it is  determined  that amounts
          received from  Customer were in excess of such highest rate,  then the
          amount  representing such excess will be considered  reductions to the
          outstanding principal of IBM Credit's advances to Customer. IBM Credit
          will send Customer, at monthly or other intervals,  a statement of all
          charges due on Customer's account with IBM Credit.  Customer will have
          acknowledges the charges due, as indicated on the statement,  to be an
          account  stated,  unless  Customer  objects  in  writing to IBM Credit
          within seven (7) days after such statement is mailed to Customer. This
          statement  may be  adjusted  by IBM  Credit at any time to  conform to
          applicable law and this Agreement. IBM Credit shall calculate any free
          financing  period  utilizing a methodology that is consistent with the
          methodologies used for similarly situated customers of IBM Credit. The
          customer  understands that IBM Credit may not offer, may charge or may
          cease to offer a free financing period for the Customer's purchases of
          Approved  Inventory.  If any  Authorized  Supplier  fails  to  provide
          payment of a finance charge for Customer, as agreed,  Customer will be
          responsible  for and pay to IBM Credit all finance  charges  billed to
          Customer's account.


<PAGE>

     11.  Any of the  following  events will  constitute  an event of default by
          Customer  under this  Agreement:  Customer  breaches any of the terms,
          warranties or  representations  contained in this  Agreement or in any
          other  agreements  between Customer and IBM Credit or between Customer
          and  any of IBM  Credit's  affiliates;  any  guarantor  of  Customer's
          obligations to IBM Credit under this Agreement or any other agreements
          breaches any of the terms, warranties or representations  contained in
          such  guaranty or other  agreements  between  such  guarantor  and IBM
          Credit; any representation,  statement,  report or certificate made or
          delivered by Customer or any of  Customer's  owners,  representatives,
          employees or agents or by any  guarantor to IBM Credit is not true and
          correct;  Customer fails to pay any of the  liabilities or obligations
          owed to IBM  Credit  or any of IBM  Credit's  affiliates  when due and
          payable  under this  Agreement or under any other  agreements  between
          Customer  and IBM Credit or between  Customer  and any of IBM Credit's
          affiliates;  IBM Credit  determines  that IBM Credit is insecure  with
          respect  to  any of  the  Collateral  or  the  payment  of  Customer's
          obligations  owed to IBM Credit;  Customer  abandons the Collateral or
          any part thereof;  Customer or any guarantor becomes in default in the
          payment  of any  indebtedness  owed to any  third  party in an  amount
          greater than $50,000.00; a judgment issues on any money demand against
          Customer or any guarantor in an amount greater than $50,000.00; and an
          attachment,  sale or seizure is issued against  Customer or any of the
          Collateral;  any  part  of  the  Collateral  is  seized  or  taken  in
          execution; the death of the undersigned if the business is operated as
          a sole  proprietorship,  or the death of a partner if the  business is
          operated as a  partnership,  or the death of any  guarantor;  Customer
          ceases or suspends  Customer's  business;  Customer  or any  guarantor
          makes a general  assignment for the benefit of creditors;  Customer or
          any  guarantor  becomes  insolvent  or  voluntarily  or  involuntarily
          becomes subject to the Federal  Bankruptcy Code, state insolvency laws
          or any act for the benefit of creditors which is not dismissed  within
          60 days;  any  receiver  is  appointed  for any of  Customer's  or any
          guarantor's   assets,   or  any  guaranty   pertaining  to  Customer's
          obligations to IBM Credit is terminated for any reason whatsoever; any
          guarantor disclaims any obligations under any guaranty; Customer loses
          any  franchise,  permission,  license  or right to sell or deal in any
          Approved  Inventory;  Customer  or  any  guarantor  misrepresents  its
          respective  financial  condition or organizational  structure;  or IBM
          Credit determines,  in its sole discretion,  that the Collateral,  any
          other collateral given to IBM Credit to secure Customer's  obligations
          to  IBM  Credit,  any  guarantor's  guaranty,  or  Customer's  or  any
          guarantor's  net worth has  decreased in value,  and Customer has been
          unable,  within the time period  prescribed  by IBM Credit,  to either
          provide IBM Credit with additional  collateral in a form and substance
          satisfactory to IBM Credit or reduce  Customer's total  obligations by
          an amount  sufficient  to satisfy  IBM Credit.  Following  an event of
          default:


          (a) IBM Credit  may,  at any time at IBM  Credit's  election,  without
          notice  or  demand to  Customer  do any one or more of the  following:
          declare  all or part  of the  obligations  Customer  owes  IBM  Credit
          immediately  due and  payable,  together  with all court costs and all
          costs  and  expenses  of  IBM  Credit's  repossession  and  collection
          activity, including, but not limited to, all attorney's fees; exercise
          any or all  rights of a secured  party  under  applicable  law;  cease
          making  any  further   financial   accommodations   or  extending  any
          additional  credit to  Customer;  and/or  exercise  any or all  rights
          available at law or in equity.  All of IBM Credit's right and remedies
          are cumulative.

          (b) Customer will segregate, hold and keep the Collateral in trust, in
          good order and repair,  only for IBM  Credit's  benefit,  and Customer
          will not exhibit, transfer, sell, further encumber,  otherwise dispose
          of or use for any other purpose whatsoever any of the Collateral.

<PAGE>

          (c)  Upon  IBM  Credit's  oral  or  written   demand,   Customer  will
          immediately  deliver the  Collateral to IBM Credit,  in good order and
          repair, at a place specified by IBM Credit,  together with all related
          documents;  or IBM Credit  may,  in its sole  discretion  and  without
          notice  or  demand  to  Customer,  take  immediate  possession  of the
          Collateral, together with all related documents.

          (d)  Customer  waives  and  releases:  any claims and causes of action
          which  Customer may now or ever have against IBM Credit as a direct or
          indirect result of any possession, repossession, collection or sale by
          IBM Credit of any of the  Collateral and the benefit of all valuation,
          appraisal and exemption  laws. If IBM Credit seeks to take  possession
          of any of the Collateral by court process, Customer irrevocably waives
          any notice,  bonds,  surety and security  relating thereto required by
          any statute, court rule or otherwise.

          (e) Customer appoints IBM Credit or any person IBM Credit may delegate
          as Customer's duly authorized  Attorney-In-Fact to do, in IBM Credit's
          sole  discretion,  any of the  following  in the  event of a  default:
          endorse Customer's name on any notes, checks, drafts or other forms of
          exchange constituting  Collateral or received as payment on Collateral
          for  deposit  in  IBM  Credit's  account;   sell,  assign,   transfer,
          negotiate,  demand,  collect,  receive,  settle,  extend  or renew any
          amounts due on any of the Collateral; and exercise any rights Customer
          has in the Collateral.

If  Customer  brings any action or asserts any claim  against  IBM Credit  which
arises  out of  this  Agreement,  any  other  agreement  or any of the  business
dealings  between IBM Credit and Customer,  in which  Customer does not prevail,
Customer agrees to pay IBM Credit all costs and expenses of IBM Credit's defense
of such action or claim  including,  but not limited to, all attorney's fees. If
IBM Credit fails to exercise any of IBM Credit's  rights or remedies  under this
Agreement,  such  failure  will in no way or manner  waive  any of IBM  Credit's
rights or remedies as to any past, current or future default.

     12.  Customer  agrees  that if IBM Credit  conducts  a private  sale of any
     Collateral  by  soliciting  bids  from ten (10) or more  other  dealers  or
     distributors  in the type of Collateral  repossessed  by or returned to IBM
     Credit hereunder, any sale by IBM Credit if such property will be deemed to
     be a commercially reasonable disposition under the Uniform Commercial Code.
     IBM Credit  agrees  that  commercially  reasonable  notice of any public or
     private sale will be deemed given to Customer if IBM Credit sends  Customer
     a notice of sale at least seven (7) business  days prior to the date of any
     public  sale or the time after  which a private  sale will be made.  If IBM
     Credit disposes of any such Collateral  other than as herein  contemplated,
     the commercial reasonableness of such sale will be determined in accordance
     with the provisions of the Uniform  Commercial Code as adopted by the state
     whose laws govern this Agreement.

     Customer  agrees that IBM Credit does not warrant the  Approved  Inventory.
     Customer  will pay IBM  Credit in full even if the  Approved  Inventory  is
     defective  or fails to  conform  to any  warranties  extended  by any third
     party.  Customer's  obligations  to IBM Credit  will not be affected by any
     dispute  Customer may have with any third party.  Customer  will not assert
     against IBM Credit any claim or defense Customer may have against any third
     party.  Customer will  indemnify and hold IBM Credit  harmless  against any
     claims or  defenses  asserted  by any buyer of the  Approved  Inventory  by
     reason of: the  condition of any Approved  Inventory;  any  representations
     made  about  the  Approved  Inventory;  or for any and  all  other  reasons
     whatsoever.

     13.  Customer  grants to IBM Credit a power of attorney  authorizing any of
     IBM Credit's  representatives  to: execute or endorse on Customer's  behalf
     any documents,  financing statements and instruments  evidencing Customer's
     obligations  to IBM  Credit;  supply any  omitted  information  and correct
     errors in any documents or other  instruments  executed by or for Customer;
     do any and every act which  Customer  is  obligated  to perform  under this
     Agreement;  and do any other  things  necessary to preserve and protect the
     Collateral and IBM Credit's security  interest in the Collateral.  Customer
     further  authorizes  IBM Credit to provide to any third  party any  credit,
     financial  or other  information  about  Customer  that is in IBM  Credit's
     possession.

     14.  Each party may  electronically  transmit to or receive  from the other
          party  certain  documents  specified  in  the  E-Business  Schedule  A
          attached  hereto  ("E-Documents")  via the Internet or electronic data
          interchange  ("EDI").  Any  transmission  of  data  which  is  not  an
          E-Document  shall have no force or effect  between  the  parties.  EDI
          transmissions  may be transmitted  directly or through any third party
          service  provider  ("Provider")  with which either party may contract.
          Each party will be liable for the acts or  omissions  of its  Provider
          while  handling  E-Documents  for such party,  provided,  that if both
          parties use the same Provider,  the  originating  party will be liable
          for the acts or omissions of such Provider as to such E-Document. Some
          information  to be made  available  to  Customer  will be  specific to
          Customer and will require  Customer to register with IBM Credit before
          access is provided.  After IBM Credit has  approved  the  registration
          submitted by Customer,  IBM Credit will provide an ID and  password(s)
          to  an  individual  designated  by  Customer  ("Customer  Recipient").
          Customer  accepts  responsibility  for  the  designated   individual's
          distribution of the ID and  password(s)  within its  organization  and
          Customer will take  reasonable  measures to ensure that  passwords are
          not shared or disclosed to  unauthorized  individuals.  Customer  will
          conduct an annual  review of all IDs and passwords to ensure that they
          are  accurate and properly  authorized.  UPON NOTICE TO CUSTOMER,  IBM
          CREDIT  MAY CHANGE OR  DISCONTINUE  USE OF AN ID OR  PASSWORDS  AT ITS
          DISCRETION  AT ANY TIME.  E-Documents  will not be deemed to have been
          properly received, and no E-Document will give rise to any obligation,
          until  accessible  to the  receiving  party  at such  party's  receipt
          computer at the address  specified  herein.  Upon proper receipt of an
          E-Document,  the receiving  party will promptly  transmit a functional
          acknowledgment in return. A functional  acknowledgment will constitute
          conclusive evidence that an E-Document has been properly received.  If
          any transmitted E-Document is received in an unintelligible or garbled
          form, the receiving party will promptly  notify the originating  party
          in a  reasonable  manner.  In  the  absence  of  such  a  notice,  the
          originating  party's  records of the contents of such  E-Document will
          control.

<PAGE>

Each party will use those security procedures which are reasonably sufficient to
ensure that all  transmissions  of E-Documents are authorized and to protect its
business records and data from improper access. Any E-Document received pursuant
to this  paragraph  14 will  have  the same  effect  as if the  contents  of the
E-Document  had been sent in paper rather than  electronic  form. The conduct of
the parties pursuant to this paragraph 14 will, for all legal purposes, evidence
a course of dealing and a course of  performance  accepted by the  parties.  The
parties agree not to contest the validity or enforceability of E-Documents under
the provisions of any applicable law relating to whether certain  agreements are
to be in writing or signed by the party to be bound thereby.  The partied agree,
as to  any  E-Document  accompanied  by  Customer's  ID,  that  IBM  Credit  can
reasonably  rely on the fact that such  E-Document  is  properly  authorized  by
Customer.  E-Documents,  if  introduced  as evidence  on paper in any  judicial,
arbitration,  mediation or  administrative  proceedings,  will be  admissible as
between the parties to the same  extent and under the same  conditions  as other
business records  originated and maintained in documentary  form.  Neither party
will  contest  the  admissibility  of copies of  E-Documents  under  either  the
business records  exception to the hearsay rule or the best evidence rule on the
basis that the  E-Documents  were not  originated or  maintained in  documentary
form.

Neither party will be liable to the other for any special, incidental, exemplary
or consequential  damages arising from or as a result of any delay,  omission or
error in the electronic  transmission  or receipt of any E-Document  pursuant to
this  paragraph 14, even if either party has been advised of the  possibility of
such damages. In the event Customer requests IBM Credit to effect a withdrawl or
debit of funds from an account of Customer,  then in no event will IBM Credit be
liable for any amount in excess of any amount incorrectly debited, except in the
event of IBM Credit's gross negligence or willful  misconduct.  No party will be
liable for any failure to perform its obligations  pursuant to this paragraph 14
in connection  with any  E-Document,  where such failure results from any act of
God or other cause beyond such party's control  (including,  without limitation,
any mechanical,  electronic or communications failure) which prevents such party
from transmitting or receiving E-Documents.

CUSTOMER RECIPIENT for Internet transmissions:

Name of Customer's Designated Central Contact Authorized to Receive IDs and
  Passwords:


           David N. Salav
--------------------------------------------

e-mail Address:    davids@pwrsystems.com
                ----------------------------

Phone Number:    631-981-5500

<PAGE>

     15.  Time is of the  essence  in this  Agreement.  This  Agreement  will be
          effective  from the date of its  acceptance  at IBM  Credit's  office.
          Customer  acknowledges receipt of a true copy and waives notice of IBM
          Credit's  acceptance  of it. If IBM Credit  advances  funds under this
          Agreement,  IBM Credit  will have  accepted  it. This  Agreement  will
          remain in full  force  until one of the  parties  gives  notice to the
          other that it is  terminated,  provided  that such notice shall not be
          less  than  60  days  prior  to the  effective  date  of  termination.
          Notwithstanding the foregoing,  IBM Credit may give notice,  effective
          immediately,  upon the  occurrence and during the  continuation  of an
          event of default.  If Customer  terminates this Agreement,  IBM Credit
          may  declare  all or any  part of the  obligations  Customer  owes IBM
          Credit due and payable  immediately.  If this Agreement is terminated,
          Customer will not be relieved from  obligations  to IBM Credit arising
          out of IBM Credit's  advances or commitments made before the effective
          date of termination.  IBM Credit's rights under this Agreement and IBM
          Credit's  security  interest  in present  and future  Collateral  will
          remain valid and enforceable  until all Customer's  obligations to IBM
          Credit are paid in full.  This  Agreement  shall be  binding  upon and
          inure  to the  benefit  of IBM  Credit  and  the  Customer  and  their
          respective successors and assigns;  provided,  that the Customer shall
          have no right to assign  this  Agreement  without  the  prior  written
          consent  of IBM  Credit.  This  Agreement  will  protect  and bind IBM
          Credit's and Customer's respective heirs, representatives,  successors
          and  assigns.  It can be  varied  only  by a  document  signed  by IBM
          Credit's and Customer's authorized  representatives.  If any provision
          of this Agreement or its application is invalid or unenforceable,  the
          remainder of this  Agreement will not be impaired or affected and will
          remain  binding and  enforceable.  This Agreement is executed with the
          authority  of  Customer's  Board of  Directors,  and with  shareholder
          approval,  if required by law,  if  Customer  is a  corporation  or if
          Customer  is a  limited  liability  company,  with  the  authority  of
          authorized  members.  All notices IBM Credit sends to Customer will be
          sufficiently  given if mailed or  delivered to Customer at its address
          shown in paragraph 5.

     16.  The laws of the State of New York will govern this Agreement, Customer
          agrees  that  venue for any  lawsuit  will be in the State or  Federal
          Court within the county, parish or district where IBM Credit's office,
          which  provided the  financial  accommodations,  is located.  Customer
          hereby waives any right to change the venue of any action,

     17.  If Customer has previously  executed any security  agreements relating
          to the Collateral with IBM Credit, Customer agrees that this Agreement
          is intended only to amend and supplement such written agreements,  and
          will not be deemed to be a novation  or  termination  of such  written
          agreements. In the event the terms of this Agreement conflict with the
          terms  of  any  prior  security  agreement  that  Customer  previously
          executed with IBM Credit,  the terms of this Agreement will control in
          determining the agreement between Customer and IBM Credit.

     18.  CUSTOMER  WAIVES ALL  EXEMPTIONS  AND  HOMESTEAD  LAWS TO THE  MAXIMUM
          EXTENT PERMITTED BY LAW. CUSTOMER WAIVES ANY STATUTORY RIGHT TO NOTICE
          OR HEARING PRIOR TO IBM CREDIT'S  ATTACHMENT,  REPOSSESSION OR SEIZURE
          OF THE  COLLATERAL.  CUSTOMER  FURTHER  WAIVES  ANY AND ALL  RIGHTS OF
          SETOFF CUSTOMER MAY HAVE AGAINST IBM CREDIT.  CUSTOMER AGREES THAT ANY
          PROCEEDING  IN WHICH  CUSTOMER,  OR IBM CREDIT OR ANY OF IBM  CREDIT'S
          AFFLIATES,  OR CUSTOMER'S OR IBM CREDIT'S  ASSIGNS ARE PARTIES,  AS TO
          ALL MATTERS AND THINGS  ARISING  DIRECTLY  OR  INDIRECTLY  OUT OF THIS
          AGREEMENT, OR THE RELATIONS AMONG THE PARTIES LISTED IN THIS PARAGRAPH
          WILL BE TRIED IN A COURT OF COMPETENT  JURISDICTION BY A JUDGE WITHOUT
          A JURY. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO A JURY
          TRIAL IN ANY SUCH PROCEEDING.

ATTEST:

          /s/ Alan W. Schoenbart                       PWR Systems, Inc.
          ----------------------                       -----------------

            Assistant Secretary                            Customer

      Print Name: Alan W. Schoenbart                By: /s/ David N. Salav
                  ------------------                    ------------------

                                                  Print Name: David N. Salav

             (CORPORATE SEAL)                          Title: President

<PAGE>



                      E-BUSINESS SCHEDULE A ("SCHEDULE A")

CUSTOMER NAME:                                              PWR Systems, Inc.
                                                            -----------------

EFFECTIVE DATE OF THIS SCHEDULE A:                              August 25, 2000
                                                                ---------------




E-DOCUMENTS AVAILABLE TO SUPPLIERS:


Invoices

Payment Report/Remittance Advisor




E-DOCUMENTS AVAILABLE TO CUSTOMER:


Invoices

Remittance Advisor

Transaction Approval

Billing Statement

Payment Planner

Auto Cash

Statements of Transaction

Common Dispute Form