<PAGE>

Exhibit 10.02

                             VENDINGDATA CORPORATION

                               SECURITY AGREEMENT
                               ------------------


         THIS SECURITY AGREEMENT, dated as of February 6, 2001 (the
"Agreement"), is between VENDINGDATA CORPORATION, a Nevada corporation having
its principal place of business at 6830 Spencer Street, Las Vegas, Nevada 89119
("Debtor"), and DAN PURJES, an individual ("Secured Party").

                                   WITNESSETH:
                                   ----------

         WHEREAS, the Debtor has borrowed money from the Secured Party pursuant
to a stand-by credit facility and has executed one or a series of 10% secured
convertible promissory notes up to the aggregate principal amount of $500,000
payable to the order of the Secured Party (all obligations arising under the
promissory notes referred to above, including any changes thereto, present or
future, without limitation, are hereinafter referred to collectively as the
"Obligations," and all notes referred to above issued by Debtor to the Secured
Party in respect of the Obligations are hereinafter collectively referred to as
the "Notes"); and

         WHEREAS, it is a condition precedent to the Secured Party making loans
to the Debtor under the Notes that the Debtor execute and deliver this Agreement
to the Secured Party;

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. SECURITY INTEREST. The Debtor hereby grants to the Secured Party a
security interest in all of Debtor's right, title and interest in all property
and interests of Debtor, tangible or intangible, whether now or hereafter
existing, wherever located, including all:

         (a)      Accounts, including but not limited to, all accounts, all
                  rights of the Debtor to payment for goods sold or leased or
                  for services rendered, all accounts receivable of the Debtor;
                  all obligations owing to the Debtor evidenced by an instrument
                  or chattel paper; all obligations owing to the Debtor of any
                  kind or nature, including all writings, if any, evidencing the
                  same, including all instruments, drafts, acceptances and
                  chattel paper; any and all proceeds of any of the foregoing.
                  Further included within the term "Accounts" are all right,
                  title and interest of Debtor in and any security and liens
                  with respect to any Account, and all Accounts, Documents and
                  Contract Rights of Debtor as defined in the Uniform Commercial
                  Code as enacted in the State of New York (the "Uniform
                  Commercial Code"); and

         (b)      Investment Property, including all of the Debtor's investment
                  property (as defined in the Uniform Commercial Code) and all
                  of the Debtor's other securities (whether certificated or
                  uncertificated), security entitlements, financial assets,
                  securities accounts, commodity contracts, and commodity
                  accounts (as each such term is defined in the Uniform

<PAGE>

                  Commercial Code), including all substitutions and additions
                  thereto, all dividends, distributions and sums distributable
                  or payable from, upon or in respect of such property, and all
                  rights and privileges incident to such property.

         (c)      Instruments and Chattel Paper, including all instruments and
                  chattel paper as defined in the Uniform Commercial Code and
                  all proceeds thereof; and

         (d)      General Intangibles, including but not limited to, all general
                  intangibles as defined in the Uniform Commercial Code and all
                  proceeds thereof, including without limitation, any and all
                  rights of Debtor to any refund of any tax assessed against
                  Debtor or paid by Debtor, loss carry-back tax refunds,
                  insurance premium rebates, unearned premiums, insurance
                  proceeds, chooses in action, names, trade names, goodwill,
                  trade secrets, computer programs, computer records, data,
                  computer software, customer lists, patents, patent rights,
                  patent applications, patents pending, patent licenses or
                  assignments, development ideas and concepts, licenses,
                  permits, franchises, literary rights, rights to performance,
                  trademarks, trademark applications, trademark rights, logos,
                  intellectual property, copyrights, proprietary or other
                  processes, drawings, designs, diagrams, plans, reports,
                  charts, catalogs, manuals, research, literature, proposals and
                  other reproductions on paper or otherwise, of any and all
                  concepts or ideas, whether or not related to the business or
                  operations of Debtor; and

         (e)      Equipment as defined in the Uniform Commercial Code, including
                  but not limited to, all equipment, vehicles, machinery, tools,
                  furniture, fixtures, trade fixtures and parts. Further
                  included within the term "Equipment" is all tangible personal
                  property utilized in the conduct of the Debtor's business and
                  all additions, accessions, substitutions, components, and
                  replacements thereto, therefor and thereof and all proceeds
                  thereof; and

         (f)      Inventory as defined in the Uniform Commercial Code, including
                  without limitation, all raw materials and other materials and
                  supplies, work-in-progress and finished goods and any products
                  made or processed therefrom and all substances, if any,
                  commingled therewith or added thereto; and

         (g)      all products and proceeds of the above, including insurance
                  proceeds (collectively, the "Collateral").

         2. OBLIGATIONS SECURED. The security interest granted hereby secures
payment and performance of all debts, loans and liabilities hereunder, and all
interest, fees, charges and expenses, including without limitation, such debts,
loans and liabilities of Debtor to Secured Party arising under the Note.

         3. DEBTOR'S REPRESENTATIONS AND WARRANTIES. Debtor represents and
warrants that:

                                       2
<PAGE>

                  3.1. AUTHORIZATION. The execution, delivery and performance of
this Agreement and the Note are within Debtor's corporate powers, and are not in
contravention of law nor of the terms of Debtor's Articles of Incorporation or
By-laws, nor of any indenture, agreement or undertaking to which the Debtor is a
party or by which it is bound.

                  3.2. PLACE OF BUSINESS. Debtor's principal place of business
and chief executive office is located at the address provided in the first
paragraph of this Agreement, and Debtor keeps its inventory and records
concerning accounts, contract rights and other property at that location.

                  3.4. TITLE TO COLLATERAL. Debtor owns all of its personal
property and has good, clear and marketable title thereto, free and clear of all
liens and encumbrances, except liens created hereunder or set forth in Schedule
3.4, attached hereto and made a part hereof, and except in connection with lines
of credit obtained by Debtor from institutional lenders acceptable to Secured
Party pursuant to intercreditor agreements in forma and substance acceptable to
Secured Party. Secured Party acknowledges the existence and acceptability of
those encumbrances set forth in Schedule 3.4 attached hereto.

                  3.5 COLLATERAL AND PERFECTION. Neither the Debtor nor, to the
best of the Debtor's knowledge, any affiliate (as such term is used in Rule 405
under the Securities Act of 1933, as amended ("Affiliates")) have performed any
acts which might prevent the Secured Party from enforcing any of the terms of
this Agreement or which would limit the Secured Party in any such enforcement.
No collateral is in the possession of any person (other than Debtor) asserting
any claim thereto or security interest therein. The security interests created
hereunder constitute valid security interests under the Uniform Commercial Code
securing the Obligations to the extent that a security interest may be created
in the Collateral.

         4. GENERAL OBLIGATIONS OF DEBTOR.

                  4.1. FINANCING STATEMENTS. Debtor agrees to execute one or
more financing statements, to pay the cost of filing the same in all public
offices wherever filing is required by applicable law to perfect a security
interest or is deemed by the Secured Party to be necessary or desirable and to
execute such other documents as the Secured Party shall reasonably request.

                  4.2. INSURANCE. Debtor agrees to keep or cause to be kept all
the Collateral insured with coverages in amounts not less than usually carried
by one engaged in a like business.

                  4.3. INSPECTION. Debtor will keep accurate and complete
records of the Collateral, neither Debtor nor any Affiliates shall move the
Collateral without notice to the Secured Party and the Secured Party or any of
their agents shall have the right to inspect the Collateral wherever located and
to visit Debtor's place or places of business, at reasonable intervals without
Debtor's or any Affiliate's hindrance or delay, to inspect, audit, check and
make extracts from any copies of books, records, journals, orders, receipts and
correspondence that relate to the Collateral or to the general financial
condition of Debtor or any Affiliate.

                                       3
<PAGE>

                  4.4. NEGATIVE PLEDGE. The Debtor will not assign any accounts
or other Collateral to any person other than the Secured Party, nor create or
permit to be created any lien, encumbrance or security interest of any kind on
any of its accounts, contract rights or inventory other than for the benefit of
the Secured Party, nor grant or permit to be granted any corporate guaranty
other than for the benefit of the Secured Party, except in connection with (i)
lines of credit obtained by Debtor from institutional lenders acceptable to
Josephthal & Co. Inc. pursuant to intercreditor agreements in form and substance
acceptable to Josephthal & Co. Inc., (ii) debt expressly subordinate to the
Notes, or (iii) purchase price liens.

                  4.5. EXISTENCE; PERFECTION. Debtor will maintain its corporate
existence in good standing comply with all laws and regulations of the United
States or any state or political subdivision thereof, or of any governmental
authority which may have jurisdiction over it or its business. Debtor will not
change its name, identity or corporate structure in any manner unless it shall
have given the Secured Party prior notice thereof and delivered an opinion of
counsel satisfactory to the Secured Party with respect thereto. Debtor will not
establish or change the location of its chief executive office or its chief
place of business or except in the ordinary course of business, the locations
where it keeps or holds any Collateral or records relating thereto or in any
event change the location of any Collateral if such change would cause the
security interests hereunder to lapse or cease to be perfected.

                  4.6. TAXES. Debtor will pay all real and personal property
taxes, assessments and charges as well as all franchise, income, unemployment,
old age benefit, withholding, sales and other taxes assessed against it, or
payable by it at such times and in such manner as to prevent any penalty from
accruing or any lien or charge from attaching to its property, and will furnish
the Secured Party upon request, receipts or other evidence that deposits or
payments have been made.

                  4.7. SALES. Debtor will not sell or dispose of any of its
assets, including the Collateral, except in the ordinary and usual course of its
business.

                  4.8. REPAIR. Debtor will maintain its equipment and property
in good repair and working order.

                  4.9. CONTINUING REPRESENTATIONS. The warranties and
representations made by Debtor in this Agreement are continuing. In the event
that any obligation, representation or warranty is no longer true or correct,
Debtor will immediately notify the Secured Party in writing.

         5. DEFAULT. Debtor shall be in default under this Agreement and under
any other agreement with the Secured Party upon the happening of any of the
following events or conditions, without demand or notice:

                  5.1. Failure of Debtor to pay when due any Obligation, whether
by maturity, acceleration or otherwise;

                  5.2. Failure of Debtor to perform any of its agreements,
warranties or representations in this Agreement or in the Note;

                                       4
<PAGE>

                  5.3. Material loss or theft, substantial damage or destruction
or unauthorized sale or encumbrance of any material portion of the Collateral in
excess of reasonably expected recoveries under insurance policies, or the making
of any levy on, or seizure or attachment of a material portion of the
Collateral; or

                  5.4. The occurrence of a default under the Note.

         6. SECURED PARTIES' RIGHTS UPON DEFAULT. The Secured Party shall upon
the occurrence of a default hereunder and at any time thereafter, without
presentment, demand, notice, protest or advertisement of any kind have the
following rights in addition to all other rights hereunder:

                  6.1. ACCELERATION. The Secured Party may make all Obligations
under this or any other agreement with the Debtor immediately due and payable
without presentment, demand, protest, hearing or notice of any kind and may
exercise the rights of a secured party under law or under the terms of this or
any other agreement with the Debtor.

                  6.2. POSSESSION. The Secured Party may enter and take
possession of all Equipment, Inventory and other Collateral and the premises on
which they are located, and in the Secured Party's sole discretion operate and
use Debtor's equipment, whether or not Collateral hereunder, complete work in
process, apply as Debtor's attorney-in-fact for domestic or foreign patents or
other intellectual property rights with respect to inventions and seek
registration or assignment, foreign and domestic, of any trademarks, trade
names, styles, logos or copyrights, and sell, lease or license the Collateral to
third persons or associations without being liable to Debtor on account of any
losses, damage or depreciation that may occur as a result thereof so long as the
Secured Party shall act reasonably and in good faith; and at the Secured Party's
option and without notice to Debtor (except as specifically herein provided) the
Secured Party may sell, lease, assign and deliver the whole or any part of the
Collateral, or any substitute therefor or any addition thereto, at public or
private sale, for cash, upon credit, or for future delivery, at such prices and
upon such terms as the Secured Party deems advisable, including without
limitation, the right to sell or lease in conjunction with other property, real
or personal, and allocate the sale or lease proceeds among the items of property
sold without the necessity of the Collateral being present at any such sale or
lease, or in view of prospective purchasers thereof. The Secured Party shall
give Debtor at ten least (10) days' notice by hand delivery at or by United
States certified mail, postage prepaid (in which event notice shall be deemed to
have been given when so delivered), to the address specified herein, of the time
and place of any public or private sale or other disposition unless the
Collateral is perishable, threatens to decline speedily in value, or is the type
customarily sold in a recognized market. Upon such sale, the Secured Party may
become the purchaser of the whole or any part of the Collateral, discharged from
all claims and free from any right of redemption. In case of any such sale by
the Secured Party of all or any of said Collateral on credit or for future
delivery, property so sold may be retained by the Secured Party until the
selling price is paid by the purchaser. The Secured Party shall incur no
liability in case of the failure of the purchaser to take up and pay for the
property so sold. In case of any such failure, the said property may again be
sold.

                  6.3. POWER OF ATTORNEY AND NOTIFICATION. At Debtor's expense,
the Secured Party in its own name or in the name of others may communicate with
account debtors in order to verify with them to the Secured Party's satisfaction
the existence, amount and terms of any accounts or contract rights and also
notify account debtors that Collateral has been assigned to the Secured Party

                                       5
<PAGE>

and that payments shall be made directly to the Secured Party. Upon request of
the Secured Party, Debtor will so notify such account debtors and will indicate
on all billings to such account debtors that their accounts must be paid to the
Secured Party. Debtor does hereby appoint the Secured Party and its agents as
Debtor's attorney-in-fact: to, upon an event of default hereunder, collect,
compromise, endorse, sell or otherwise deal with the Collateral or proceeds
thereof in its own name or in the name of the Debtor; to endorse the name of
Debtor upon any Note, checks, drafts, money orders, or other instruments,
documents, receipts or Collateral that may come into its possession and to apply
the same in full or part payment of any amounts owing to the Secured Party; to
sign and endorse the name of Debtor upon any documents, instruments, drafts
against account debtors, assignments, verifications and notices in connection
with Accounts, and any instrument or document relating thereto or to Debtor's
rights therein; and to give written notice to any office and officials of the
United States Post Office to effect such change or changes of address that all
mail addressed to Debtor may be delivered directly to the Secured Party. Debtor
hereby grants to its said attorney-in-fact full power to do any and all things
necessary to be done in and about the premises as fully and effectually as
Debtor might or could do, and hereby ratifies all that its attorney-in-fact
shall lawfully do or cause to be done by virtue hereof. This power of attorney
is coupled with an interest and is irrevocable for the term of this Agreement
for all transactions hereunder and thereafter as long as the Debtor may be
indebted to the Secured Party.

                  6.4. APPLICATION OF PROCEEDS. Any and all proceeds of any
Collateral realized or obtained by the Secured Party upon exercise of its rights
and remedies hereunder, shall be applied, after payment of any and all costs and
expenses, fees and commission and taxes of such sale, collection or other
realization, in accordance with the following:

                  (a)      With respect to any surplus proceeds of any
                           Collateral then remaining, to the payment of the
                           Obligations, and any costs, fees or expenses incurred
                           in connection with the administration, collection or
                           enforcement thereof, including, without limitation,
                           reasonable attorney's fees and other professionals'
                           out of pocket costs and fees, until payment and
                           satisfaction in full thereof; and

                  (b)      Any surplus remaining after application as provided
                           in paragraph (a) above, shall be paid to the Debtor,
                           or its successors or assigns, or to whomsoever may be
                           lawfully entitled to receive the same.

         7. DEBTOR'S OBLIGATION TO PAY EXPENSES OF SECURED PARTIES. Debtor shall
pay to the Secured Party on demand any and all reasonable expenses (including,
but not limited to, a collection charge on all accounts collected, all
reasonable attorney's fees and expenses, and all other expenses of like or
unlike nature) that may be incurred or paid by the Secured Party to obtain or
enforce payment of any account against the account debtor, Debtor or any
guarantor or surety of or in the prosecution or defense of any action or
concerning any matter growing out of or connected with the subject matter of
this Agreement, the Obligations, such Collateral or the Secured Party's rights
or interests therein or thereto. All such expenses may be added to the principal
amount of any indebtedness owed by Debtor to the Secured Party and shall
constitute part of such Obligations secured hereby.

                                       6
<PAGE>

         8. WAIVERS. Debtor waives demand, presentment, protest, notice of
nonpayment and all other notices. No delay or omission by the Secured Party in
exercising any rights shall operate as a waiver of such right or any other
right. Waiver on any one occasion shall not be construed as a bar to or waiver
of any right or remedy on any future occasion. The Secured Party's rights and
remedies, whether evidenced hereby or by any other agreement, instrument or
paper, shall be cumulative and may be exercised singularly or concurrently.

         9. FURTHER ASSURANCES. The Debtor, at its own expense, shall do, make,
execute and deliver all such additional and further acts, deeds, assurances,
documents, instruments and certificates as the Secured Party may reasonably
require, including, without limitation, (a) executing, delivering and filing
financial statements and continuation statements under the Uniform Commercial
Code as applicable in any relevant jurisdiction, (b) obtaining governmental and
other third party consents and approvals, and (c) obtaining waivers from
mortgagees and landlords.

         10. CHOICE OF LAW. THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF NEW YORK.

         11. WAIVER OF JURY TRIAL. THE DEBTOR HEREBY WAIVES TRIAL BY JURY IN ANY
JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WTTH THIS AGREEMENT OR THE NOTE OR THE RELATIONSHIP ESTABLISHED
HEREUNDER, THEREUNDER.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the day and year first above written.

                                  DEBTOR:

                                     VENDINGDATA CORPORATION



                                     By:  /S/ STEVEN J. BLAD
                                          ------------------
                                             Steven J. Blad
                                             President & Chief Executive Officer


                                  SECURED PARTY:




                                     /S/ DAN PURJES
                                     --------------
                                         Dan Purjes

                                       8
<PAGE>
<TABLE>

                                  SCHEDULE 3.4

                                      LIENS
                                      -----
<CAPTION>

                                                       START     TERM       END
       HOLDER                    SECURITY              DATE     MONTHS     DATE      AMOUNT     BUYOUT      TOTAL     PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
CAPITAL LEASES

MADISON LEASING
32 CENTRAL AVENUE
MIDLAND PARK, NJ  07432

<S>                     <C>                           <C>         <C>     <C>         <C>         <C>        <C>          <C>
MADISON CAS-006               SHUFFLERS (25)          Oct-98      39      Dec-01      173,750     52,125     225,875      5,001
MADISON CAS-007               SHUFFLERS (25)          Jan-99      39      Mar-02      173,750     52,125     225,875      5,001
MADISON CAS-008               SHUFFLERS (25)          Mar-99      39      May-02      137,500     32,750     170,250      4,713
MADISON CAS-009               SHUFFLERS (25)          Mar-99      39      May-02      137,500     32,750     170,250      4,713
MADISON CAS-010               SHUFFLERS (25)          May-99      39      Jul-02      137,500     32,750     170,250      4,713
MADISON CAS-011               SHUFFLERS (25)          May-99      39      Jul-02      137,500     32,750     170,250      4,713
MADISON CAS-012               SHUFFLERS (25)          Jun-99      39      Aug-02      137,500     32,750     170,250      4,713
MADISON CAS-013               SHUFFLERS (25)          Jun-99      39      Aug-02      137,500     32,750     170,250      4,713
MADISON CAS-014               SHUFFLERS (25)          Jul-99      39      Sep-02      137,500     32,750     170,250      4,713
MADISON CAS-015               SHUFFLERS (25)          Jul-99      39      Sep-02      137,500     32,750     170,250      4,713
MADISON CAS-016               SHUFFLERS (25)          Sep-99      39      Nov-02      137,500     29,475     166,975      4,754
MADISON CAS-017               SHUFFLERS (25)          Sep-99      39      Nov-02      137,500     29,475     166,975      4,754
MADISON CAS-018             COMPUTER EQUIPMENT        Sep-99      36      Aug-02       32,304      5,136      37,440      1,096
MADISON CAS-019             RUTLAND COMPARATOR        Sep-99      36      Aug-02       18,478      3,326      21,804        627
MADISON CAS-020               SHUFFLERS (25)          Sep-99      39      Nov-02      137,500     29,475     166,975      4,754
MADISON CAS-021               SHUFFLERS (25)          Sep-99      39      Nov-02      137,500     29,475     166,975      4,754
MADISON CAS-022               SHUFFLERS (25)          Oct-99      39      Dec-02      137,500     29,475     166,975      4,754
MADISON CAS-023               SHUFFLERS (25)          Oct-99      39      Dec-02      137,500     29,475     166,975      4,754
MADISON CAS-024               SHUFFLERS (25)          Nov-99      39      Jan-03      137,500     29,475     166,975      4,754
MADISON CAS-025               SHUFFLERS (25)          Nov-99      39      Jan-03      137,500     29,475     166,975      4,754
MADISON CAS-026               SHUFFLERS (30)          Dec-99      39      Feb-03      165,000     29,700     194,700      5,704
MADISON CAS-027               SHUFFLERS (30)          Jan-00      39      Mar-03      165,000     29,700     194,700      5,704
MADISON CAS-028               SHUFFLERS (30)          Apr-00      39      Jun-03      165,000     24,750     189,750      5,704
MADISON CAS-029         2500 SECUREDROPTM BUCKETS     Feb-00      36      Jan-03      250,000     37,500     287,500      8,545
MADISON CAS-030         2500 SECUREDROPTM BUCKETS     Mar-00      36      Feb-03      250,000     37,500     287,500      8,545
MADISON CAS-031         1500 SECUREDROPTM BUCKETS     May-00      36      Apr-03      150,000     22,500     172,500      5,127
MADISON CAS-032         1500 SECUREDROPTM BUCKETS     May-00      36      Apr-03      150,000     22,500     172,500      5,127
MADISON CAS-033         1500 SECUREDROPTM BUCKETS     Jun-00      36      May-03      150,000     22,500     172,500      5,127
MADISON CAS-034         1500 SECUREDROPTM BUCKETS     Jun-00      36      May-03      150,000     22,500     172,500      5,127
MADISON CAS-035            VRS PHONE ATTENDANT        Jul-00      36      Jun-03       17,867      2,620      20,488        601
MADISON CAS-036         CONTINUOUS SHUFFLERS (25)     Sep-00      36      Aug-03      160,350     26,750     187,100      7,316
MADISON CAS-037         CONTINUOUS SHUFFLERS (25)     Sep-00      36      Aug-03      160,350     26,750     187,100      7,316
MADISON CAS-038         CONTINUOUS SHUFFLERS (25)     Jan-01      36      Dec-03      160,350     26,750     187,100      7,316
MADISON CAS-039         CONTINUOUS SHUFFLERS (25)     Jan-01      36      Dec-03      160,350     26,750     187,100      7,316
MADISON CAS-040                 STATIC GUN            Feb-01      36      Jan-04        9,627      1,444      11,071        331

STEELCASE #1                 OFFICE FURNITURE        3/12/1999    36     2/12/2002     58,855          1      58,856      1,779
     106-0012090-001

STEELCASE #2                 OFFICE FURNITURE        7/15/1999    36     6/15/2002      9,870          1       9,871        320
     106-0012090-002

CNC                        HAAS MILLING MACHINE      11/19/1999   60     10/19/2004    64,874        101      64,975      1,343

TOKAI                          PHONE SYSTEM          1/15/1999    36     12/15/2001    41,145          1      41,146      1,578

GE CAPITAL                      VIBRA KING            3/2/2000    36      2/2/2003      6,175          1       6,176        217

ATEL                      SHOP BENCHES & RACKING     3/31/2000    36      2/2/2003     18,494          1      18,495        642

MARLIN                           SOFTWARE             3/2/2000    36      2/2/2003      5,290          1       5,291        207

DELL FINANCIAL                NETWORK SERVER         5/14/2000    36     4/14/2003      4,473          1       4,474        167

DELL FINANCIAL                SALES LAPTOPS           8/3/2000    36      7/3/2003      5,717          1       5,718        227

GE CAPITAL                  BANDSAW & FIREWALL       8/28/2000    36     7/28/2003      6,060          1       6,061        213


                      CAPITAL LEASES TOTALS                                         5,083,129              6,053,966    179,057
                      -----------------------------------------------------------------------------------------------------------
</TABLE>
                                                                     (continued)
                                                           9
<PAGE>

                                                              PRESENT VALUE
                                          REMAINING         REMAINING PMTS
                         DEPOSIT     PAYMENTS     BALANCE       AND BUYOUT
                         ------------------------------------------------------

                                                               ANNUAL RATE
                                                                    9%
CAPITAL LEASES                                                 MONTHLY RATE
                                                                  0.75%
MADISON LEASING
32 CENTRAL AVENUE
MIDLAND PARK, NJ  0743

MADISON CAS-006
MADISON CAS-007
MADISON CAS-008
MADISON CAS-009
MADISON CAS-010             10,001      11          107,131             91,409
MADISON CAS-011             10,001      14          122,133            104,163
MADISON CAS-012              9,426      16          108,154             91,502
MADISON CAS-013              9,426      16          108,154             91,502
MADISON CAS-014              9,426      18          117,580             99,465
MADISON CAS-015              9,426      18          117,580             99,465
MADISON CAS-016              9,426      19          122,292            103,403
MADISON CAS-017              9,426      19          122,292            103,403
MADISON CAS-018              9,426      20          127,005            107,310
MADISON CAS-019              9,426      20          127,005            107,310
MADISON CAS-020             13,750      22          134,056            109,419
MADISON CAS-021             13,750      22          134,056            109,419
MADISON CAS-022              3,231      19           25,960             20,994
MADISON CAS-023              1,848      19           15,242             12,350
MADISON CAS-024             13,750      22          134,056            109,419
MADISON CAS-025             13,750      22          134,056            109,419
MADISON CAS-026             13,750      23          138,810            113,323
MADISON CAS-027             13,750      23          138,810            113,323
MADISON CAS-028             13,750      24          143,564            117,198
MADISON CAS-029             13,750      24          143,564            117,198
MADISON CAS-030             16,500      25          172,310            140,548
MADISON CAS-031             16,500      26          178,004            145,154
MADISON CAS-032             16,500      29          190,166            154,809
MADISON CAS-033             25,000      24          242,580            197,491
MADISON CAS-034             25,000      25          251,125            204,502
MADISON CAS-035             15,000      27          160,929            131,021
MADISON CAS-036             15,000      27          160,929            131,021
MADISON CAS-037             15,000      28          166,056            135,134
MADISON CAS-038             15,000      28          166,056            135,134
MADISON CAS-039              1,747      29           20,061             16,325
MADISON CAS-040             17,850      31          253,558            208,761
                            17,850      31          253,558            208,761
STEELCASE #1                17,850      35          282,824            231,339
     106-0012090-001        17,850      35          282,824            231,339
                               963      36           13,376             10,791
STEELCASE #2
     106-0012090-002             -      14           24,910             23,563

CNC
                                 -      18            5,764              5,373
TOKAI

GE CAPITAL                       -      46           61,879             52,156

ATEL                             -      11           17,359             16,602

MARLIN                         217      24            5,199              4,561

DELL FINANCIAL               4,624      24           15,421             10,200

DELL FINANCIAL                 414      24            4,972              4,189

GE CAPITAL                       -      27            4,503              4,063

                                 -      30            6,798              6,067

                               213      30            6,378              5,522


                                                  5,269,041          4,345,421
                         ------------------------------------------------------

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                       START     TERM       END
       HOLDER                    SECURITY              DATE     MONTHS     DATE      AMOUNT     BUYOUT      TOTAL     PAYMENT
---------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>          <C>    <C>           <C>        <C>        <C>          <C>
OPERATING LEASES

MARLIN                           HPC4700A            4/16/1999    36     3/16/2002      1,950     FMV          1,950         84

MICRON                          COMPUTERS            3/15/1999    36     2/15/2002     17,523     FMV         17,523        546

GECC                     FURNITURE / FURNISHINGS     12/1/1999    48     11/1/2003     73,123     FMV         73,123      1,523

IKON OFFICE                   CANON NP 6035             Jul-99    48        Jun-03      5,338     N/A          5,338        111
     SOLUTIONS #788902

IKON OFFICE                      NP 6560                Jan-99    36        Dec-02     28,774     N/A         28,774        799
     SOLUTIONS #C13332

COPELCO CAPITAL             #1426980 COMPUTERS        6/1/1999    36      5/1/2002      6,924     FMV          6,924        192

COPELCO CAPITAL             #1330140 COMPUTERS       3/18/1999    36     2/18/2002     10,369     FMV         10,369        288

FIRST SECURITY                 GEO TRACKER            7/1/1999    48      6/1/2003     15,334          -      15,334        396
     #012-3004113

FIRST SECURITY                 GEO TRACKER            7/1/1999    48      6/1/2003     15,382          -      15,382        398
     #012-3004113

GMAC                      1999 CADILLAC DEVILLE      6/22/1999    36     5/22/2002  22,458.60          -      22,459        624

FIRST SECURITY              1999 LEXUS ES 300        8/21/1999    48     7/21/2003     35,277          -      35,277        590

GMAC                      2000 CADILLAC ESCALADE      6/9/2000    36     5/22/2003  36,749.49          -      36,749        922

PACIFIC GULF                  1142 INDUSTRY          12/1/2000    12     11/1/2001     16,320     N/A         16,320      1,360
     PROPERTIES                TUKWILA, WA

L. T. MALOVER              3650 W. ELEVEN MILE        4/1/2000    12      4/1/2001     14,400     N/A         14,400      1,200
                               BERKLEY, MI

                      OPERATING LEASES TOTALS                                         299,921                299,921      9,034
                      --------------------------------------------------------------------------------------------------------------

DEBT FINANCING

ISUZU                      ISUZU 20' BOX TRUCK       4/30/1999    60     3/30/2004     29,615          -      29,615        622

BANK WEST                      ISUZU AMIGO           10/1/1998    36      9/1/2001     16,669          -      16,669        532

SEALED AIR                  PACKAGING MACHINE        11/19/1999   24     8/23/2001      4,800          -       4,800        200

                      DEBT FINANCING TOTALS                                            51,085                 51,085      1,354
                      --------------------------------------------------------------------------------------------------------------


LINE OF CREDIT

NEW HORIZON CAPITAL      RECEIVABLES & INVENTORY      8/1/2000                        450,000          -     450,000
3260 N. HAYDEN ROAD               (BLANKET)
SUITE 214
SCOTTSDALE, AZ  85251 LINE OF CREDIT TOTALS                                           450,000          -     450,000
                      --------------------------------------------------------------------------------------------------------------
</TABLE>
                                                                     (continued)
                                                           11
<PAGE>

                                                             PRESENT VALUE
                                          REMAINING         REMAINING PMTS
                         DEPOSIT     PAYMENTS     BALANCE       AND BUYOUT
                         ------------------------------------------------------
OPERATING LEASES

MARLIN                     -      14            1,175              1,111

MICRON                     -      13            7,096              6,737

GECC                       -      34           51,795             45,569

IKON OFFICE                -      29            3,225              2,889
     SOLUTIONS #788902

IKON OFFICE                -      11            8,792              8,409
     SOLUTIONS #C13332

COPELCO CAPITAL            -      16            3,077              2,889

COPELCO CAPITAL            -      15            4,321              4,072

FIRST SECURITY             -      30           11,889             10,611
     #012-3004113

FIRST SECURITY             -      30           11,927             10,645
     #012-3004113

GMAC                       -      18           11,229             10,468

FIRST SECURITY             -      31           18,293             16,268

GMAC                       -      28           25,819             23,210

PACIFIC GULF                      10           13,600             13,055
     PROPERTIES

L. T. MALOVER                     2             2,400              2,373


                                              174,639            158,307
                      ---------------------------------------------------


DEBT FINANCING
                                  38           23,635             20,499
ISUZU
                                  8             4,259              4,119
BANK WEST
                                  9             1,800              1,734
SEALED AIR
                                               29,694             26,352
                      ---------------------------------------------------



LINE OF CREDIT
                                              450,000
NEW HORIZON CAPITAL
3260 N. HAYDEN ROAD
SUITE 214                                     450,000
SCOTTSDALE, AZ  85251 ---------------------------------------------------


                                       12