Exhibit 10.13


                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT,  dated  as of the 14th day of April 2004, by and
between  NIGHTHAWK  SYSTEMS,  INC.,  a  Nevada corporation, located at 8200 East
Pacific  Place,  Suite  204,  Denver,  CO  80231, ("Debtor"), and STAR MARKETING
SERVICE,  INC.,  a  Texas  corporation  whose  mailing address is P.O. Box 2498,
McAllen,  Texas  78502,  ("Secured  Party").

     1.  Security Interest. Subject to the terms and provisions of this Security
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Agreement  (the  "Security  Agreement"),  Debtor  grants  to  Secured  Party  a
continuing lien on and Security Interest (the "Security Interest") in and to the
Collateral  (as  defined  herein)  to  secure the payment and performance of the
Obligation  (as  defined  herein).

     2.  Obligation,  This  Security Agreement and the Security Interest granted
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here  in  secures  the  following  described  obligations  (collectively,  the
"Obligation"):

     (a)  The  performance  by Debtor of all of its obligations to Secured Party
     pursuant  to:  (i) Promissory Note in the original amount of FIFTY THOUSAND
     AND NO/100 DOLLARS ($50,000.00) DATE August 21, 2003 executed by Debtor and
     Lender,  as  subsequently  amended  by  that certain Renewal, Extension and
     Modification  Agreement  dated  April  14,  2004, between Debtor and Lender
     (collectively,  the  "Note").

     (b)  All  costs  incurred by Secured Party to obtain, preserve, and enforce
     this  Security Agreement, collect the Obligation, and maintain and preserve
     the  Collateral, including specifically, but without limitation, all taxes,
     assessments,  reasonable attorneys' fees and legal expenses and expenses of
     sale.

     (c)  Unless otherwise provided in any instrument evidencing the Obligation,
     the Obligation shall bear interest at the rate or rates per annum set forth
     in  the Note, but not in excess of the highest rate permitted by applicable
     law,  if  any,  from  date  of  accrual  of  the  Obligation  until  paid.

     3.  Collateral.  The  Security Interest granted hereby covers the following
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collateral  (the  "Collateral"): (i) all items described on Exhibit "A" attached
hereto,  (ii)  all insurance policies relating in whole or in part to any of the
foregoing,  (iii) all Proceeds (as defined herein) of any of the foregoing, (iv)
all  substitutions  for  and replacements of and all additions and accessions to
any  of the foregoing, (v) all guaranties and security for any of the foregoing,
and  (vi)  all  the rights, title and interest of Debtor in and to all books and
records  relating  in  whole  or  in  part  to  any  of  the  foregoing.

     As  used  herein, the term "Proceeds" shall have the meaning assigned to it
under  Section 9,102(a)(65) of the Texas Business and Commerce Code (the "Code")
and,  to  the  extent  not otherwise included, shall include, but not be limited
to,  (i)  any  and  all  proceeds of any insurance, causes and rights of action,
settlements  thereof,  judicial  and  arbitration  judgments  and  awards,  and
indemnity,  warranty  or  guaranty  payments payable to Debtor from time to time
with,  respect  to any of the Collateral, (ii) any and all payments (in any form
whatsoever)  made  or  due and payable to Debtor from time to time in connection
with  any  requisition, confiscation, condemnation, seizure or forfeiture of all
or any part of the Collateral by any governmental department, commission, board,
bureau, authority, agency or body (domestic or foreign), (iii) all claims of the
Debtor  for  losses or damages arising out of or related to or for any breach of
any  agreements,  covenants,  representations or warranties or any default under
any  of  the  foregoing  Collateral  (without limiting any direct or independent
rights  of  Secured  Party with respect to the Collateral), and (iv) any and all
other  amounts from time to time paid or payable under or in connection with any
of  the  Collateral.

     Portions  of the Collateral may constitute accounts, general intangibles or
contract  rights,  and  all  records  concerning such Collateral are and will be
located  at  the  offices  of  Debtor  specified  above.

4.        Debtor's  Warranties
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     (a)  Ownership  Free  of  Encumbrances.  Except  for  the Security Interest
     granted  hereby  and  any liens, security interests, claims or encumbrances
     permitted  by  the Note, Debtor now owns the Collateral free from any lien,
     security  interest,  claim  or  encumbrance,

     (b)  Place  of Business. Debtor has no place of business other than that at
     the  addresses set forth in the first paragraph of this Security Agreement.
     Debtor  will notify Lender and Stumpf Craddock Massey & Pulman, P.C. of any
     additional  or  new  places  of  business  in  the  future.

     (c)  Books  and  Records.  AH  books, records and documents relating to the
     Collateral are and will be genuine and in all respects what they purport to
     be.

     (d)  Lien on Collateral. The Security Interest granted to the Secured Party
     pursuant  to  this  Security  Agreement constitutes and creates a valid and
     continuing  lien on and security interest in the Collateral in favor of the
     Secured  Party, prior to all other liens, encumbrances, security interests,
     chattel  mortgages,  privileges,  statements  of  assignment  and rights of
     others,  except  as  permitted  by  paragraph  4(j)  hereof.  The  Security
     Agreement  is  enforceable as such as against any third parties, including,
     without  limitation,  any  owner of real property in any state where any of
     the  Collateral is or may hereafter be located and as against any purchaser
     of  such  real property and any present or future creditor obtaining a lien
     on  such  real  property.  All action necessary or desirable to perfect the
     Security Interest in each item of the Collateral in each state in which any
     item of Collateral is or will be located has been or will forthwith be duly
     taken,

     (e)  Representations  and  Warranties  in  Note.  All  representations  and
     warranties  contained  in  the  Note  are  true  and  correct.

     (f)  Power  and  Authority.  The Debtor has full power, authority and legal
     right  to pledge all of the Collateral pursuant to this Security Agreement.

     (g)  Due Authorization, Execution and Delivery. This Security Agreement has
     been  duly authorized, executed and delivered by Debtor and constitutes the
     legal,  valid  and  binding  obligation of Debtor enforceable in accordance
     with  its  terms.

     (h) Consents, No consent of any other party (including, without limitation,
     creditors  of  Debtor)  and  no  consent,  license,  permit,  approval  or
     authorization  of,  exemption  by,  notice  or  report to, or registration,
     filing  or  declaration  with,  any  governmental  authority,  domestic  or
     foreign,  is  required  to be obtained by the Debtor in connection with the
     execution,  delivery  or  performance  of  this  Security  Agreement.

     (i)  No  Conflict. The execution, delivery and performance of this Security
     Agreement  will  not  violate  any  provision  of  any  applicable  law  or
     regulation  or  of any order, judgment, writ, award or decree of any court,
     arbitrator  or  governmental  authority,  domestic  or  foreign,  or of the
     certificate  of incorporation or by-laws of the Debtor or of any securities
     issued  by  the  Debtor, or of any mortgage, indenture, lease, contract, or
     other  agreement,  instrument  or undertaking to which Debtor is a party or
     which  purports  to  be  binding upon Debtor or upon any of its assets, and
     will  not  result  in  the  creation  or  imposition of any lien, charge or
     encumbrance  on  or security interest in any of the assets of Debtor except
     as  contemplated  by  this  Security  Agreement.

     (j)  Condition of Collateral. All machinery and equipment constituting part
     of  the  Collateral  are in all respects in good and serviceable condition,
     repair  and  working  order (ordinary wear and tear excepted), adequate for
     the  contemplated  uses  and  purposes  thereof in connection with Debtor's
     business  as  it  is  presently  being  conducted.

5.        Debtor's  Covenants.
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     (a)  Ownership  of  Collateral. At the time Debtor pledges, sells, assigns,
     transfers  to  Secured Party or grants to Secured Party a Security Interest
     in  any  Collateral  or  any interest therein, Debtor shall be the absolute
     owner  thereof and shall have the absolute right to pledge, sell, assign or
     transfer  the  same.  Debtor shall defend the Collateral against all claims
     and  demands  of  all persons at any time claiming the same or any interest
     therein  adverse  to  Secured  Party,

     (b)  Maintenance.  Debtor  shall  keep  the  Collateral free from liens and
     security  interests other than the Security Interest created hereby and any
     liens,  security  interests, claims, or encumbrances permitted by the Note,
     and  shall  not  create or suffer to exist any lien or security interest in
     Collateral hereafter acquired except for the Security Merest hereby granted
     and any liens, security interests, claims, or encumbrances permitted by the
     Note.  Debtor shall pay all costs necessary to obtain, preserve, defend and
     enforce  the Security Merest, collect the Obligation, and preserve, defend,
     enforce  and  collect  the  Collateral, including specifically, but without
     limitation,  the  payment of taxes, assessments, reasonable attorneys' fees
     and  legal expenses, and expenses of sales. Whether the Collateral is or is
     not  in  Secured  Party's  possession, and without any obligation to do so,
     Secured  Party  may,  at  its  option,  pay  any  such  costs and expenses,
     discharge  encumbrances  on  the  Collateral,  and  pay  for  insuring  the
     Collateral.  Debtor  agrees  to  reimburse  Secured Party on demand for any
     payments  so  made  and  until  such  reimbursement, the amount of any such
     payment  shall  be  a  part  of  the  Obligation. Debtor shall, at its sole
     expense,  maintain the Collateral in first class condition and shall comply
     with  industry standards, applicable laws and regulations, and requirements
     for  enforcing  warranty  claims.

     (c)  Information  and Inspection. Debtor shall furnish to Secured Party any
     reports  and  other information with respect to the Collateral requested by
     Secured  Party,  will  allow Secured Party to inspect the Collateral at any
     time  and  wherever  located,  and  will allow Secured Party to inspect and
     copy, or will furnish Secured Party with copies of, all records relating to
     the  Collateral  and  the Obligation. Debtor shall furnish to Secured Party
     such information as Secured Party may request to identify notes receivable,
     accounts receivable, chattel paper, general intangibles and contract rights
     assigned  hereunder at the times and in the form and substance requested by
     Secured  Party.

     (d) Additional Documents. Debtor shall furnish Secured Party with financing
     statements  upon  request  and  Debtor  shall  sign  any other documents or
     instruments  furnished by Secured Party which are necessary in the judgment
     of  Secured  Party to obtain, maintain and perfect the Security Interest in
     any  applicable  jurisdiction and to assist Secured Party in complying with
     the  Federal  Assignment  of  Claims Act, where necessary to enable Secured
     Party  to  become  an  assignee  under such Act, and any expense of Secured
     Party SO incurred shall be a part of the Obligation, hi this regard, Debtor
     agrees  to  execute  all  such  collateral  chattel and/or other mortgages,
     assignments  of  accounts  receivable  and  any  and  all  other  financing
     statements arid security devices as Secured Party may request to perfect or
     continue perfection of the Security Interest under the laws of any state in
     which  the  Collateral  is  located.

     (e)  Parties  Liable on Collateral. Debtor will take all necessary steps to
     preserve  the  liability of account debtors, obligors and secondary parties
     to  any  obligations  which are part of the Collateral. Secured Party shall
     have  no  duty to preserve such liability but it may do so, and any expense
     of  Secured  Party  so  incurred  shall  be  a  part  of  the  Obligation.

     (f)  Modification  of Accounts or Contract Rights. Debtor will not agree to
     any  material  modification  of  any  of the terms of any notes or accounts
     receivable,  contract rights, chattel paper or other instruments evidencing
     or  pertaining  to Collateral assigned hereunder other than in the ordinary
     course  of  business,  without  the prior written consent of Secured Party.

     (g) Right of Secured Party to Notify Account and Contract Debtors. Upon the
     occurrence  of  an  Event  of  Default (hereinafter defined), Secured Party
     shall  have  the  right  to  notify  persons  obligated on any instruments,
     accounts,  or  contracts  which  are part of the Collateral to make payment
     thereof  directly  to  Secured Party and to take control of all proceeds of
     any  of the Collateral. Until such time as Secured Party elects to exercise
     such  rights,  Debtor,  as  the  agent  of Secured Party, shall collect and
     enforce  all  such  contracts and accounts. The cost of such collection and
     enforcement,  including  attorneys'  fees  and  expenses, shall be borne by
     Debtor, whether the same is incurred by Secured Party or Debtor. If paid by
     Secured  Party,  such  payment  shall  become  a  part  of  the Obligation.

     (h)  Books  of  Account. Debtor will, at all times, maintain accurate books
     and  records  with respect to the Collateral. Secured Party is hereby given
     the  right  to  audit  the  books  and  records  of Debtor relating to said
     Collateral  at  any  time,  and  from  time to time, as Secured Party deems
     proper.  At  Secured  Party's  request,  Debtor  shall  cause  to be marked
     conspicuously  all  documents  constituting the Collateral with a legend in
     form  and  substance  satisfactory  to  Secured  Party.

     (i)  Notice  of  Changes.  Debtor will notify Secured Party of any material
     change  occurring  in or to the Collateral, of a change in Debtor's mailing
     address, or in any material change in any fact or circumstance warranted or
     represented  by  Debtor  in this Security Agreement or furnished to Secured
     Party, or if any Event of Default occurs, prior to or immediately following
     the  occurrence  thereof.

     (j)  Use  and Disposition of Collateral. Debtor will not use the Collateral
     illegally or encumber the same without the prior written consent of Secured
     Party.  Without the prior written consent of Secured Party, Debtor will not
     sell,  lease, otherwise transfer, hypothecate or anticipate the Collateral.

     (k)  Removal  of  Collateral.  Except  in  the  ordinary course of Debtor's
     business,  Debtor  will  not  remove any material portion of the Collateral
     from  its  present location to another State or local jurisdiction in which
     Secured  Party determines that the Security Interest granted hereby may not
     be  perfected,  unless  and until Debtor: (i) gives the Secured Party prior
     written  notice  of  such intended move and receives the written consent of
     the  Secured  Party, and (ii) provides the Secured Party with an opinion of
     counsel for Debtor that the security interest in favor of the Secured Party
     created  by  this Security Agreement constitutes a valid and perfected lien
     on,  and  a perfected security interest in, such machinery and equipment in
     the county, jurisdiction and State in which such machinery and equipment is
     to  be  moved.  Notwithstanding  the foregoing, it is understood and agreed
     that  if  for any reason any of Debtor's machinery or equipment at any time
     is  kept or located at locations other than those above listed or contained
     in  any  aforementioned  notice given to Secured Party, Secured Party shall
     nevertheless  have  and  retain  a  security interest therein. All tangible
     personal  property  included  in  the  Collateral  will  be  maintained and
     preserved in first class repair, condition and appearance, and Debtor shall
     forthwith,  or  in  the  case  of any loss or damage to any of the tangible
     personal  property  as quickly or practicable after the occurrence thereof,
     make  or  cause  to  be  made  all  replacements  and other improvements in
     connection  therewith  that  are necessary or desirable to such end. Debtor
     shall  furnish to Secured Party a statement respecting any loss or material
     damage  to any of the tangible personal property. Debtor shall pay promptly
     when due all property and other taxes, assessments and governmental charges
     or  levies  imposed  upon,  and  all.  claims  (including claims for labor,
     materials  and  supplies)  against the tangible personal property except to
     the  extent  that  the  validity  thereof is being contested in good faith.

     (l) Security. Debtor acknowledges and agrees that the Note shall be secured
     by  a  security  interest  in  the  Collateral,

     6.  Rights  and  Powers  of  Secured  Party.  Secured  Party  may,  in  its
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discretion,  upon  the  occurrence of an Event of Default, do any one or more of
the following: Require Debtor to give possession or control of the Collateral to
Secured  Party;  take  physical  possession of the Collateral and maintain it on
Debtor's  premises,  in  a  public  warehouse or at such other place as to which
Secured  Party  may  remove  the Collateral or any part thereof; contact account
debtors  directly  to  verify  information  furnished by Debtor; take control of
proceeds  and  use  cash proceeds to reduce any part of the Obligation; take any
action  Debtor  is  required  to  take  or any other necessary action to obtain,
preserve,  and  enforce  this  Security Agreement, and maintain and preserve the
Collateral,  without  notice  to Debtor, and add costs of same to the Obligation
(but Secured Party is under no duty to take any such action); release Collateral
in  its  possession  to  Debtor, temporarily or otherwise; take control of funds
generated by the Collateral such as cash dividends and interest, and use same to
reduce  any  part  of  the  Obligation;  vote  any  stock  which  is part of the
Collateral;  use  cash  collateral  to  reduce  any  part of the Obligation; and
exercise all other rights which an owner of such stock may exercise and exercise
all rights which account holders or obligees may exercise with respect to any of
the  Collateral. Secured Party may at any time in its discretion transfer any of
the  Collateral or evidence thereof into its own name or that of its nominee and
receive the proceeds therefrom and hold the same as security for the Obligation,
or,  following  the occurrence and continuance of an Event of Default, apply the
same  thereon. Secured Party may, following the occurrence and continuance of an
Event  of  Default, but shall be under no duty to, demand, collect, receipt for,
settle,  compromise,  adjust, sue for, foreclose, or realize upon Collateral, in
its  own  name  or  in  the  name of Debtor, as the Secured Party may determine.
Secured  Party  shall  not  be liable for any act or omission on the part of the
Secured Party, its officers, agents, or employees, except willful misconduct and
gross  negligence.  The foregoing rights and powers of Secured Party shall be in
addition  to,  and not a limitation upon, any rights and powers of Secured Party
given  by  law,  custom,  elsewhere  by  this  Security  Agreement,  the Note or
otherwise.

7.        Default
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     (a)  Events of Default  Debtor  shall  be  in  default  under this Security
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Agreement  upon  the  happening  of  any  of  the following events or conditions
("Events  of  Default"):

     i)     Default  in  the  timely  payment  or  performance  of  the
Obligation  or  any covenant or liability contained herein or secured hereby; or

     ii)     Any  representation  or  warranty  contained  herein shall be false
or  misleading  in  any  material  respect  when  made.

     (b)  Remedies  of  Secured  Party  Upon  Default.  When an Event of Default
     occurs,  and  at  any  time  thereafter,  Secured  Party  may  declare  the
     Obligation  or any part thereof immediately due and payable and may proceed
     to  enforce  payment  of the same and to exercise any and all of the rights
     and  remedies provided by the Code as well as all other rights and remedies
     possessed  by  Secured  Party  under  this Security Agreement or otherwise.
     Secured  Party  may  require  Debtor to assemble the Collateral and make it
     available  to  Secured  Party  at any place \q be designated by the Secured
     Party  which is reasonably convenient to all parties. Unless the Collateral
     threatens to decline rapidly in value or is of a type customarily sold on a
     recognized  market, Secured Party will give Debtor reasonable notice of the
     time after which any private sale or any other intended disposition thereof
     is  to be made. Expenses of retaking, holding, preparing for sale, selling,
     leasing  and  the  like shall include Secured Party's reasonable attorneys'
     fees  and  legal  expenses.  Secured  Party  shall be entitled to immediate
     possession  of  the  Collateral  and shall have authority to enter upon any
     premises upon which the same may be situated and remove the same therefrom.
     If  Secured  Party  disposes  of  the  Collateral,  or any portion thereof,
     following  default,  the  proceeds of such disposition available to satisfy
     the  Obligation shall be applied by Secured Party to the Obligation in such
     order  and  in such manner as Secured Party in its discretion shall decide.

8.         General.
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     (a) Assignment of Collateral by Secured Party. The Secured Party may assign
     all  or any part of the Obligation, and may assign, transfer, or deliver to
     any  transferee  any or all of the Collateral, and thereafter Secured Party
     shall  be  fully  discharged  from  all  responsibility with respect to the
     Collateral  so assigned, transferred or delivered. Such transferee shall be
     vested  with  all the powers and rights of the Secured Party hereunder with
     respect  to  such Collateral, but the Secured Party shall retain all rights
     and  powers  hereby  given  with  respect  to  any of the Collateral not so
     assigned  or  transferred.

     (b)  Waiver.  No  delay  on the part of the Secured Party in exercising any
     power  or  right shall operate as a waiver thereof; nor shall any single or
     partial  exercise  of any power or right preclude other or further exercise
     thereof  or  the exercise of any other power or right. No waiver by Secured
     Party  of any right hereunder or of any Event of Default by Debtor shall be
     binding  upon  Secured  Party  unless in writing, and no failure by Secured
     Party  to exercise any right hereunder or waiver of any Event of Default of
     Debtor  shall  operate as a waiver of any other or further exercise of such
     right  or  of  any  further  Event  of  Default.

     (c) Parties Bound. The rights of Secured Party hereunder shall inure to the
     benefit of its successors and assigns. The terms of this Security Agreement
     shall be binding upon the successors and assigns of the parties hereto. All
     representations,  warranties  and  agreements of Debtor shall bind Debtor's
     successors  and  assigns.  This  Security  Agreement  shall  constitute  a
     continuing  agreement,  applying  to all future transactions of a character
     contemplated  at  the  date  of  this  Security  Agreement.

     (d) Definitions. Unless the context indicates otherwise, definitions in the
     Texas  Business  and  Commerce  Code ("Code") apply to words and phrases in
     this  Agreement;  if  Code  definitions  conflict,  Article  9  of the Code
     definitions  apply,

     (e)  Notice, Any notices or other communications required or permitted here
     under  shall  be  sufficiently  given  if  delivered  personally or sent by
     registered  or  certified mail, postage prepaid, to the applicable party at
     its  address  above given or at such other address as shall be furnished in
     writing  by such party to the other, and shall be deemed to have been given
     as  of the date so delivered or deposited in the United States Mail. Notice
     mailed  in accordance with this section at least five (5) days prior to the
     related  action  (or  if  the Code elsewhere requires a longer period, such
     longer  period)  shall  be  deemed  reasonable.

     (f}  Modifications, No provision hereof shall be modified or limited except
     by  a  written agreement expressly referring hereto and to the provision so
     modified  or  limited and signed by all parties to this Security Agreement,
     and without limiting the foregoing, no course of conduct, usage of trade or
     law  merchant  shall  modify  or  limit  any provision  hereof.

     (g)  Severability.  Any  provision  of  this  Security  Agreement  which is
     prohibited  or  unenforceable  hi  any  jurisdiction  shall,  as  to  such
     jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
     unenforceability  without invalidating the remaining provisions hereof, and
     any  such  prohibition  or  unenforceability  in any jurisdiction shall not
     invalidate  or  render  unenforceable  such  provision  in  any  other
     jurisdiction.

     (h) Financing Statement. Secured Party is authorized on behalf of Debtor as
     Debtor's agent and attorney in fact, for such purpose, to complete and sign
     one  or more financing statements with respect to any Collateral covered by
     this  Security  Agreement  and to file the same in an appropriate office or
     place,  A  carbon,  photographic  or  other  reproduction  of this Security
     Agreement or of any financing statement prepared in conjunction herewith is
     sufficient  as  a  financing  statement.

     (i)  APPLICABLE  LAW.  THIS  SECURITY  AGREEMENT  SHALL  BE  CONSTRUED  IN
     ACCORDANCE  WITH  THE LAWS OF THE STATE OF TEXAS, EXCEPT TO THE EXTENT THAT
     THE  VALIDITY  AND  PERFECTION  OF  THE  SECURITY  INTEREST,  OR  REMEDIES
     HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS
     OF  A  JURBDICTION  OTHER  THAN  THE  STATE  OF  TEXAS.

     9.  Limitation  on  Agreements.  All  agreements between Debtor and Secured
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Party,  whether  now  existing or hereafter arising and whether written or oral,
are  hereby  expressly  limited  so  that in no contingency or event whatsoever,
whether  by  reason  of  acceleration  of  the  maturity  of  the  Obligation or
otherwise, shall the amount paid, or agreed to be paid, to Secured Patty for the
use,  forbearance,  or  detention  of  the  money to be loaned under the Note or
otherwise  or  for  the  payment  or  performance  of any covenant or obligation
contained herein, or in any other document evidencing, securing or pertaining to
the Obligation or the Collateral, exceed the maximum amount, if any, permissible
under  applicable  law.  If  from  any  circumstances  whatsoever interest would
otherwise  be  payable  to Secured Party in excess of the maximum lawful amount,
the  interest  payable  to  Secured Party shall be reduced to the maximum amount
permitted  under  applicable  law, and if from any such circumstance the Secured
Party  shall  ever receive as interest or otherwise an amount which would exceed
the  highest lawful rate, such amount which would be excessive interest shall be
applied  to  the  reduction  of  the  principal  amount  owing on account of the
Obligation  or  on  account of any other principal indebtedness of the Debtor to
the  Secured  Party,  and  not to the payment of interest., or if such excessive
interest  exceeds  the  unpaid  balance  of principal of the Obligation and such
other  indebtedness,  such excess shall be refunded to the Debtor. All sums paid
or  agreed to be paid to the Secured Party for the use, forbearance or detention
of  the  indebtedness  of  the  Debtor to the Secured Party shall, to the extent
permitted  by  applicable  law,  be  amortized,  prorated,  allocated and spread
throughout  the  Ml  term  of  such  indebtedness  until  payment in full of the
principal (including the period of any renewal or extension thereof) so that the
interest  on  account  of  such indebtedness shall not exceed the maximum amount
permitted by applicable law. The term "applicable law" as used in this Section 9
shall  mean  the  laws  of  the State of Texas or the laws of the United States,
whichever laws allow the greater rate of interest, as such laws now exist or may
be  changed  or  amended  or  come  into  effect  in  the  future. The terms and
provisions  of this Section shall control and supersede every other provision of
all  agreements  between  the  Debtor  and  the  Secured  Party.

EXECUTED  as  of  the  date  and  year  first  above  written.


"DEBTOR"

NIGHTHAWK  SYSTEMS,  INC.,
A  Nevada Corporation

By: /s/ H. Douglas Saathoff
   _________________________
   H. DOUGLAS  SAATHOFF,
   Chief  Executive  Officer


"SECURED PARTY"

STAR MARKETING SERVICE, INC.,
A Texas Corporation,

By: /s/ Tomas Revesz
   _________________________
   TOMAS REVESZ, President


                                   EXHIBIT "A"

(i)  All  presently owned and hereafter acquired inventory of Debtor (including,
without limitation, all raw materials and goods now or hereafter held for sale),
(ii)  All rights of Debtor for payments of goods sold or leased, or to be leased
or  sold,  or  for  services  rendered,  or to be rendered, however evidenced or
incurred, including without limitation all accounts, instruments, chattel paper,
and  general  intangibles,  including  without  limitation  all  trade names and
trademark,  and  all  hooks,  records, computer tapes, programs and ledger books
arising  therefrom or relating thereto, whether now owned or hereafter acquired;
(iii)  AH  of  Debtor's  machinery,  equipment, furniture and fixtures, (iv) All
insurance policies relating in whole or in part to any of the foregoing, (v) All
proceeds  from any of the foregoing, (vi) All substitutions for and replacements
of  and  all  additions  and  accessions  to  any  of  the  Foregoing, (vii) All
guarantees  and  security  for  any  of the foregoing, (viii) Accounts, accounts
receivable,  reimbursements,  notes,  contracts, contract rights, chattel paper,
cash,  checks,  drafts,  documents, instruments, all rights of Debtor to receive
payment  in  money  or  kind, and other evidence of indebtedness owed to Debtor;
(ix)  Customer  lists,  all documents containing the names, addresses, telephone
numbers,  and  other information, regarding the Debtor's customers, subscribers,
tapes,  programs, printouts, disks, and other material and documents relating to
the recording, hilling or analyzing of any of the foregoing, and any other right
to  payment;  (x) Any and all contract and lease rights, and (xiii) All products
and  proceeds  (cash  and  non-cash)  of  all  of  the foregoing, and increases,
accessions,  renewals,  replacements  and substitutions of all of the foregoing.