First Union
                                 PROMISSORY NOTE

$300,000.00                                                February 5, 2002

VoiceFlash Networks, Inc.
6401 Congress Avenue, Ste. 250
Boca Raton, Florida 33487

Value Stream Systems, Inc.
6401 Congress Avenue, Suite 250
Boca Raton, Florida 33487

United Capturdyne Technologies, Inc.
1 001 NW 62nd Street, Suite 407
(individually and collectively "Borrowerj')

First Union National Bank
214 North Hogan Street - FLOO70
Jacksonville, Florida 32202
(Hereinafter referred to as "Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of Three Hundred Thousand and No/100 Dollars ($300,000.00) or
such sum as may be advanced and outstanding from time to time, with interest on
the unpaid principal balance at the rate and on the terms provided in this
Promissory Note (including all renewals, extensions or modifications hereof,
this "Note").

LINE OF CREDIT. Borrower may borrow, repay and reborrow, and Bank may advance
and readvance under this Note respectively from time to time until the maturity
hereof (each an "Advance" and together the "Advances"), so long as the total
principal balance outstanding under this Note at any one time does not exceed
the principal amount stated on the face of this Note, subject to the limitations
described in any loan agreement to which this Note is subject. Bank's obligation
to make Advances under this Note shall terminate if a demand for payment is made
under this Note or if a Default (as defined in the other Loan Documents) under
any Loan Document occurs or in any event, on the first anniversary hereof unless
renewed or extended by Bank in writing upon such terms then satisfactory to
Bank. As of the date of each proposed Advance, Borrower shall be deemed to
represent that each representation made in the Loan Documents is true as of such
date. 30-Day Payout. During the term of the Note, Borrower agrees to pay down
the outstanding balance to a maximum of $1 00.00 for 30 consecutive days
annually.

If Borrower subscribes to Bank's cash management services and such services are
applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit
account and the line of credit for credit or debit to the line of credit.

USE OF PROCEEDS. Borrower shall use the proceeds of the loan(s) evidenced by
this Note for the commercial purposes of Borrower, as follows: for working
capital.

SECURITY. United Capturdyne Technologies, Inc. has granted Bank a security
interest in the collateral described in the Loan Documents, including, but not
limited to, personal property collateral described in that certain Security
Agreement dated February 5, 2002.

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this
Note from the date hereofat the rate of Bank's Prime Rate plus 0.00%, as that
rate may change from time to time with changes to


53WW (Rev w12.0)                                                        Naft.doc
<PAGE>
occur on the date Bank's Prime Rate changes ("Interest Rate"). Bank's Prime Rate
shall be that rate announced by Bank from time to time as its prime rate and is
one of several interest rate bases used by Bank. Bank lends at rates both above
and below Bank's Prime Rate, and Borrower -acknowledges that Bank's Prime Rate
is not represented or intended to be the lowest or most favorable rate of
interest offered by Bank.

DEFAULT RATE. In addition to all other rights contained in this Note, if a
default in the payment of the Obligations occurs, all outstanding Obligations
shall bear interest at the Interest Rate plus 3% ("Default Rate"). The Default
Rate shall also apply from demand until the Obligations or any judgment thereon
is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall
be computedon the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate to be applied for each day in the applicable period. Application of the
Actual/360 Computation produces an annualized effective rate exceeding the
nominal rate.

ACCURATE FINANCIAL INFORMATION. Borrower represents and covenants to Bank that
on and after the date of this Note: (i) all financial statements of Borrower
furnished to Bank are correct and accurately reflect the financial conditions of
Borrower as of the respective dates thereof; and (ii) at such times as Bank
requests, Borrower will furnish Bank with such financial information as Bank may
request.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only, commencing on March 5, 2002, and continuing
on the same day of each month thereafter until fully paid. In any event, this
Note shall be due and payable in full, including all principal and accrued
interest, on demand.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied to accrued interest and then
to principal. Upon the occurrence of a default in the payment of the Obligations
or a Default (as defined in the other Loan Documents) under any other Loan
Document, monies may be applied to the Obligations in any manner or order deemed
appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.

DEFINITIONS. Loan Documents. The ten-n "Loan Documents" used in this Note and
the other Loan Documents refers to all documents executed in connection with or
related to the loan evidenced by this Note and any prior notes which evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in
connection therewith or related thereto, and may include, without limitation, a
commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements, security agreements, security instruments, financing statements,
mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 1 1
U.S.C.ss.101). Obligations. The term 'Obligations" used in this Note refers to
any and all indebtedness and other obligations under this Note, all other
obligations under any other Loan Document(s), and all obligations under any swap
agreements (as defined in 1 1 U.S.C.ss.1 01) between Borrower and Bank whenever
executed. Certain Other Terms. All terms that are used but not otherwise defined
in any of the Loan Documents shall have the definitions provided in the Uniform
Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 5% of each payment past due for 1 0 or more days.


535060 (Rev wl 2.0)              Page 2                                 Note.doc
<PAGE>
Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations
including, without limitation, reasonable arbitration, paralegals', attorneys'
and experts' fees and expenses, whether incurred without the commencement of a
suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by
Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEMAND NOTE. This is a demand Note and all Obligations hereunder shall become
immediately due and payable upon demand. In addition, the Obligations shall
automatically become immediately due and payable if Borrower or any guarantor or
endorser of this Note commences or has commenced against it a bankruptcy or
insolvency proceeding.

REMEDIES. Upon the occurrence of a default in the payment of the Obligations or
a Default (as defined in the other Loan Documents) under any other Loan
Document, Bank may at any time thereafter, take the following actions: Bank
Lien. Foreclose its security interest or lien against Borrower's accounts
without notice. Cumulative. Exercise any rights and remedies as provided under
the Note and the other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default (as defined in the other Loan
Documents) shall operate as a waiver of any other Default or the same Default on
a future occasion. Neither the failure nor any delay on the part of Bank in
exercising any right, power, or remedy under this Note and other Loan Documents
shall operate as a waiver thereof, nor shall a single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment, protest,
notice of dishonor, notice of intention to accelerate maturity, notice of
acceleration of maturity, notice of sale and all other notices of any kind.
Further, each agrees that Bank may extend, modify or renew this Note or make a
novation of the loan evidenced by this Note for any period, and grant any
releases, compromises or indulgences with respect to any collateral securing
this Note, or with respect to any other Borrower or any other person liable
under this Note or other Loan Documents, all without notice to or consent of
each Borrower or each person who may be liable under this Note or any other Loan
Document and without affecting the liability of Borrower or any person who may
be liable under this Note or any other Loan Document.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents
shall inure to the benefit of and be binding upon the parties and their
respective heirs, legal representatives, successors and assigns. Bank's
interests in and rights under this Note and the other Loan Documents are freely
assignable, in whole or in part, by Bank. In addition, nothing in this Note or
any of the other Loan Documents shall prohibit Bank from pledging or assigning
this Note or any of the other Loan Documents or any interest therein to any
Federal Reserve Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign

535080 (Rev wl 2.0)             Page 3                                  Naft.doc
<PAGE>
without Bank's prior written consent is null and void. Any assignment shall not
release Borrower from the Obligations. Applicable Law; Conflict Between
Documents. This Note and, unless otherwise provided in any other Loan Document,
the other Loan Documents shall be governed by and construed under the laws of
the state named in Bank's address shown above without regard to that state's
conflict of laws principles. If the terms of this Note should conflict with the
terms of any loan agreement or any commitment letter that survives closing, the
terms of this Note shall control. Borrower's Accounts. Except as prohibited by
law, Borrower grants Bank a security interest in all of Borrower's accounts with
Bank and any of its affiliates. Jurisdiction. Borrower irrevocably agrees to
non-exclusive personal jurisdiction in the state named in Bank's address shown
above. Severability. If any provision of this Note or of the other Loan
Documents shall be prohibited or invalid under applicable law, such provision
shall be ineffective but only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note or other such document. Notices. Any notices to Borrower shall be
sufficiently given, if in writing and mailed or delivered to the Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Bank's office address shown above or such
other address as Bank may specify in writing from time to time. In the event
that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid. Plural; Captions. All references in the Loan
Documents to Borrower, guarantor, person, document or other nouns of reference
mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual, person or entity. The captions contained in
the Loan Documents are inserted for convenience only and shall not affect the
meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole
discretion, make other advances which shall be deemed to be advances under this
Note, even though the stated principal amount of this Note may be exceeded as a
result thereof. Posting of Payments. All payments received during normal banking
hours after 2:00 p.m. local time at the office of Bank first shown above shall
be deemed received at the opening of the next banking day. Joint and Several
Obligations. Each person who signs this Note as a Borrower (as defined herein)
is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay
all documentary, intangible recordation and/or similar taxes on this transaction
whether assessed at closing or arising from time to time.

ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved by binding arbitration conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes
may include, without limitation, tort claims, counterclaims, a dispute as to
whether a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in the
city named in the address of Bank first stated above. A hearing shall begin
within 90 days of demand for arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited procedures set forth in Rule 51 et seg. of the Arbitration
Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators
shall be licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The parties do not waive applicable Federal or
state substantive law except as provided herein. Preservation and Limitation of
Remedies. ..Notwithstanding the preceding binding arbitration provisions, the
parties agree to preserve, without diminution, certain remedies that any party
may exercise before or after an arbitration proceeding is brought. The parties
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable: (i)
all rights to foreclose against any real or personal property or other security
by exercising a power of sale or under applicable law by judicial foreclosure
including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when 535080 (Rev wl 2.0) Page 4 Note.doc applicable, a
judgment by confession of judgment. Any claim or controversy with regard to any
party's entitlement to such remedies is a Dispute. Waiver of Exemplary Damages.
The parties agree that they shall not have a remedy of punitive or exemplary
damages against other parties in any Dispute and hereby waive any right or claim
to punitive or exemplary damages they have now or which may arise in the future
in connection with any Dispute whether the Dispute is resolved by arbitration or
judicially. Waiver of Jury Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO
BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY
TRIAL WITH REGARD TO A DISPUTE.

IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.

                                       VoiceFlash Networks, Inc.
                                       Taxpayer Identification Number 65-0623427

                                       By: /s/Robert Kaufman (Seal)
                                           ------------------
                                           Robert Kaufman, President

                                       Value Stream Systems, Inc.
                                       Taxpayer Identification Number 65-0557809

                                       By: /s/Jeffrey Korbin (Seal)
                                           -----------------
                                           Jeffrey Korbin, President

                                       United Capturdyne Technologies, Inc.
                                       Taxpayer Identification Number 65-0184646

                                       By: /s/Jeffrey Korbin (Seal)
                                           -----------------
                                           Jeffrey Korbin, President

Tracking#* 105413812
Facility # 105413812





























535050 (Row wl 2.0)                 Page 5                              Naft.doc
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First Union
                                    SECURITY AGREEMENT
                                                              February 5, 2002

United Capturdyne Technologies, Inc.
1 001 NW 62nd Street, Suite 407
Ft. Lauderdale, Florida 33309
(Individually and collectively  "Debtor)

First Union National Bank
214 North Hogan Street - FLOO70
Jacksonville, Florida 32202
(Hereinafter referred to as
"Bank")

For value received and to secure payment and performance of the Promissory Note
executed by VoiceFlash Networks, Inc., Value Stream Systems, Inc., and United
Capturdyne Technologies, Inc. (also referred to herein as 'Borrower") dated
February 5, 2002, in the original principal amount of $300,000.00, payable to
Bank, and any extensions, renewals, modifications or novations thereof (the
"Note"), this Security Agreement and the other Loan Documents, and any other
obligations of Debtor to Bank however created, arising or evidenced, whether
direct or indirect, absolute or contingent, now existing or hereafter arising or
acquired, and whether or not evidenced by a Loan Document, including swap
agreements (as defined in 1 1 U.S.C. ss.1 01), future advances, and all costs
and expenses incurred by Bank tb obtain, preserve, perfect and enforce the
security interest granted herein and to maintain, preserve and collect the
property subject to the security interest (collectively, "Obligations"), Debtor
hereby grants to Bank a continuing security interest in and lien upon, and for
security purposes assigns and transfers to Bank until all of the Obligations are
repaid in full, the following described property, whether now owned or hereafter
acquired, and any additions, replacements, accessions, or substitutions thereof
and all cash and non-cash proceeds and products thereof (collectively,
"Collateral"):

All of Debtor's deposit accounts with Bank and affiliates of Bank, including
deposit account(s) number(s) 3000011036701 (-Assigned Deposits").

Debtor hereby represents and agrees that:

OWNERSHIP. Debtor owns the Collateral. The Collateral is free and clear of all
liens, security interests, and claims except those previously reported in
writing to and approved by Bank, and Debtor will keep the Collateral free and
clear from all liens, security interests and claims, other than those granted to
or approved by Bank. Until all of the Obligations are repaid in full, Bank shall
have the entire right and interest in and to the Assigned Deposits. By executing
this Security Agreement, Debtor has divested itself of all control over the
Assigned Deposits and Bank is entitled to and does possess sole dominion and
control over the Assigned Deposits and is entitled to receive the benefits
accruing with respect thereto. Debtor surrenders all authority or right to
withdraw, collect, receive the benefits of, or therwise assign or encumber the
Assigned Deposits, and authorizes Bank (and each affiliate and ranch office of
Bank or such affiliate) to treat Bank as the sole and exclusive owner of the
Assigned Deposits. Upon the maturity of the Assigned Deposits, other than
Assigned Deposits at Bank that automatically roll over at maturity, Bank shall
reinvest the Assigned Deposits in an investment of Bank's choice. Bank shall
have no liability to Debtor for any loss incurred in connection with or arising
out of any such reinvestment except for loss resulting from Bank's gross
negligence or willful misconduct. The assignment evidenced by this Security
Agreement is a continuing one and is irrevocable so long as any of the
Obligations are outstanding or the Bank shall have any obligations under the
Loan Documents and shall terminate only upon payment or other satisfaction in
full of all Obligations or Bank's acknowledgment In writing that this Security
Agreement has been terminated. Upon termination of this Security Agreement, and
to the extent the Assigned Deposits have not been applied in satisfaction of the
Obligations, Bank shall reassign the Assigned Deposits to Debtor and return any
passbooks, certificates, and other documents in Bank's possession at Debtor's
request.

535098 (Rev wl 1.0)                                            Smagr.cloc
<PAGE>
NAME AND OFFICES; JURISDICTION OF ORGANIZATION. The name and address of Debtor
appearing at the beginning of this Agreement are Debtor's exact legal name and
the address of its chief executive office. There has been no change in the name
of Debtor, or the name under which Debtor conducts business, within the five
years preceding the date hereof except as previously reported in writing to
Bank. Debtor has not moved its chief executive office within the five years
preceding the date hereof except as previously reported in writing to Bank.
Debtor is organized under the laws of the State of Florida and has not changed
the jurisdiction of its organization within the five years preceding the date
hereof except as previously reported in writing to Bank.

TITLE/TAXES. Debtor has good and marketable title to Collateral and will warrant
and defend same against all claims. Debtor will not transfer, sell, or lease
Collateral (except as permitted herein). Debtor agrees to pay promptly all taxes
and assessments upon or for the use of Collateral and on this Security
Agreement. At its option, Bank may discharge taxes, liens, security interests or
other encumbrances at any time levied or placed on Collateral. Debtor agrees to
reimburse Bank, on demand, for any such payment made by Bank. Any amounts so
paid shall be added to the Obligations.

WAIVERS. Debtor agrees not to assert against Bank as a defense (legal or
equitable), as a set-off, as a counterclaim, or otherwise, any claims Debtor may
have against any seller or lessor that provided personal property or services
relating to any part of the Collateral. Debtor waives all exemptions and
homestead rights with regard to the Collateral. Debtor waives any and all rights
to any bond or security which might be required by applicable law prior to the
exercise of any of Bank's remedies against any Collateral. All rights of Bank
and security interests hereunder, and all obligations of Debtor hereunder, shall
be absolute and unconditional, not discharged or impaired irrespective of (and
regardless of whether Debtor receives any notice of): (i) any lack of validity
or enforceability of any Loan Document; (ii) any change in the time, manner or
place of payment or performance, or in any term, of all or any of the
Obligations or the Loan Documents or any other amendment or waiver of or any
consent to any departure from any Loan Document; (iii) any exchange, release or
non-perfection of any collateral, or any release of or modifications of the
obligations of any guarantor or other obligor; (iv) any amendment or waiver of
or consent to departure from any Loan Document or other agreement. To the extent
permitted by law, Debtor hereby waives any rights under any valuation, stay,
appraisement, extension or redemption laws now existing or which may hereafter
exist and which, but for this provision, might be applicable to any sale or
disposition of the Collateral by Bank; and any other circumstance which might
otherwise constitute a defense available to, or a discharge of any party with
respect to the Obligations.

NOTIFICATIONS- LOCATION OF COLLATERAL. Debtor will notify Bank in writing at
least 30 days prior to any change in: (i) Debtor's chief place of business
and/or residence; (ii) Debtor's name or identity; (iii) Debtor's
corporate/organizational structure; or (iv) the jurisdiction in which Debtor is
organized. In addition, Debtor shall promptly notify Bank of any claims or
alleged claims of any other person or entity to the Collateral or the
institution of any litigation, arbitration, governmental investigation or
administrative proceedings against or affecting the Collateral. Debtor will keep
Collateral at the location(s) previously provided to Bank until such time as
Bank provides written advance consent to a change of location.
Debtor will bear the cost of preparing and filing any documents necessary to
protect Bank's liens.

FINANCING STATEMENTS, POWER OF ATTORNEY. No financing statement (other than any
filed or approved by Bank) covering any Collateral is on file in any public
filing office. On request of Bank, Debtor will execute one or more financing
statements in form satisfactory to Bank and will pay all costs and expenses of
filing the same or of filing this Security Agreement in all public filing
offices, where filing is deemed by Bank to be desirable. Bank is authorized to
file financing statements relating to Collateral without Debtors signature where
authorized by law. Debtor hereby constitutes and appoints Bank the true and
lawful attorney of Debtor with full power of substitution to take any and all
appropriate action and to execute any and all documents or instruments that may
be necessary or desirable to accomplish the purpose and carry out the terms of
this Security Agreement, including, without limitation, to ask, demand, collect,
receive, receipt for, sue for, compound and give acquaintance for any and all
amounts which may be or become due and payable under the Assigned Deposits: to
execute any and all withdrawal requests, receipts or other orders for the
payment of money drawn on the Assigned Deposits and to endorse the name of Bank
on all instruments given in payment or in partial payment therefor. The
foregoing power of

535M (Rev wl 1.0)                   Page 2                              ecaqudw
<PAGE>
attorney is coupled with an interest and shall be irrevocable until all of the
Obligations have been paid in* full. Neither Bank nor anyone acting on its
behalf shall be liable for acts, omissions, errors in judgment, or mistakes in
fact in such capacity as attomey-in-fact. Debtor ratifies all acts of Bank-as
attorney-in-fact. Debtor agrees to take such other actions, at Debtor's expense,
as might be requested for the perfection, continuation and assignment, in whole
or in part, of the security interests granted herein and to assure Bank's
intended priority position. If certificates, passbooks, or other documentation
or evidence is/are issued or outstanding as to any of the Collateral, Debtor
will cause the security interests of Bank to be properly protected, including
perfection by notation thereon or delivery thereof to Bank.

INSTRUMENTS, CHATTEL PAPER, DOCUMENTS. Any Collateral that is instruments,
chattel paper and negotiable documents will be properly assigned to, the
originals of any such Collateral in tangible form deposited with and held by
Bank, unless Bank shall hereafter otherwise direct or consent in writing. Bank
may, without notice, before or after maturity of the Obligations, exercise any
or all rights of collection, conversion, or exchange and other similar rights,
privileges and options pertaining toCollateral, but shall have no duty to do so.

WITHDRAWAL OF ASSIGNED DEPOSITS. Debtor shall not be permitted to withdraw funds
from or exercise any authority of any kind with respect to the Assigned
Deposits. Bank shall have the exclusive authority to withdraw, or direct the
withdrawal of, funds from the Assigned Deposits. So long as this Agreement
remains in effect, the Assigned Deposits will be titled as directed by Bank.

COLLATERAL DUTIES. Bank shall have no custodial or ministerial duties to perform
with respect to Collateral pledged except as set forth herein; and by way of
explanation and not by way of limitation, Bank shall incur no liability for any
of the following: (i) loss or depreciation of Collateral (unless caused by its
willful misconduct or gross negligence), (ii) failure to present any paper for
payment or protest, to protest or give notice of nonpayment, or any other notice
with respect to any paper or Collateral. Bank's sole duty with respect to the
custody, safekeeping and physical preservation of any certificate, passbook, or
other documentation evidencing the Assigned Deposits in its possession shall be
to deal with it in the same manner as it deals with similar property for its own
account. Neither Bank, nor any of its employees or agents shall be liable for
failure to demand, collect, or realize upon any of the Assigned Deposits or for
any delay in doing so.

TRANSFER OF COLLATERAL. Bank may assign its rights in Collateral or any part
thereof to any assignee who shall thereupon become vested with all the powers
and rights herein given to Bank with respect to the property so transferred and
delivered, and Bank shall thereafter be forever relieved and fully discharged
from any liability with respect to such property so transferred, but with
respect to any property not so transferred, Bank shall retain all rights and
powers hereby given.

INSPECTION, BOOKS AND RECORDS. Debtor will at all times keep accurate and
complete records covering each Rem of Collateral, including the proceeds
therefrom. Bank, or any of its agents, shall have the right, at intervals to be
determined by Bank and without hindrance or delay, at Debtor's expense, to
inspect, audit, and examine the Collateral and to make copies of and extracts
from the books, records, journals, orders, receipts, correspondence and other
data relating to Collateral, Debtor's business or any other transaction between
the parties hereto. Debtor will at its expense furnish Bank copies thereof upon
request.

CROSS COLLATERALIZATION LIMITATION. As to any other existing or future consumer
purpose loan made by Bank to Debtor, within the meaning of the Federal Consumer
Credit Protection Act, Bank expressly waives any security interest granted
herein in Collateral that Debtor uses as a principal dwelling and household
goods.

ATTORNEYS' FEES AND OTHER COSTS OF COLLECTION. Debtor shall pay all of Bank's
reasonable expenses incurred in enforcing this Security Agreement and in
preserving and liquidating Collateral, including but not limited to, reasonable
arbitration, paralegals', attorneys' and experts' fees and expenses, whether
incurred with or without the commencement of a suit, trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.

535M (Rev wl 1.0)                  Page 3                   Secagrdoc
<PAGE>
DEFAULT. If any of the following occurs, a default ( "Default ") under this
Security Agreement shall exist: Loan Document Default. A default under any Loan
Document. Collateral Loss or- Destruction. Any loss, theft, substantial damage,
or destruction of Collateral not fully covered by insurance, or as to which
insurance proceeds are not remitted to Bank within 30 days of the loss.
Collateral Sale, Lease or Encumbrance. Any sale, lease, or encumbrance of any
Collateral not specifically permitted herein without prior written consent of
Bank. Levy, Seizure or Attachment. The making of any levy, seizure, or
attachment on or of Collateral which is not removed within 10 days. Unauthorized
Collection of Collateral. Any attempt to collect, cash in or otherwise recover
deposits that are Collateral. Unauthorized Termination. Any attempt to
terminate, revoke, rescind, modify, or violate the terms of this Security
Agreement without the prior written consent of Bank.

REMEDIES ON DEFAULT (INCLUDING POWER OF SALE). If a Default occurs, all of the
Obligations shall be immediately due and payable, without notice and Bank shall
have all the rights and remedies of a secured party under the Uniform Commercial
Code. Without limitation thereto, Bank shall have the following rights and
remedies: (i) to take immediate possession of Collateral, without notice or
resort to legal process, and for such purpose, to enter upon any premises on
which Collateral or any part thereof may be situated and to remove the same
therefrom, or, at its option, to render Collateral unusable or dispose of said
Collateral on Debtor's premises; (ii) to require Debtor to assemble the
Collateral and make it available to Bank at a place to be designated by Bank;
(iii) to exercise its right of set-off or bank lien as to any monies of Debtor
deposited in accounts of any nature maintained by Debtor with Bank or affiliates
of Bank, without advance notice, regardless of whether such accounts are general
or special; (iv) to dispose of Collateral, as a unit or in parcels, separately
or with any real property interests also securing the Obligations, in any county
or place to be selected by Bank, at either private or public sale (at which
public sale Bank may be the purchaser) with or without having the Collateral
physically present at said sale; (v) to apply toward and set-off against and
apply to the then unpaid balance of the Obligations the Assigned Deposits
(accelerated to maturity if necessary), even if effecting such set-off results
in a loss or reduction of interest or the imposition of a penalty applicable to
the early withdrawal of time deposits; (vi) to receive any interest or payments
in respect of the Assigned Deposits and apply such amounts and the Assigned
Deposits to the Obligations in such manner as Bank, in its sole discretion, may
determine.

Any notice of sale, disposition or other action by Bank required by law and sent
to Debtor at Debtor's address shown above, or at such other address of Debtor as
may from time to time be shown on the records of Bank, at least 5 days prior to
such action, shall constitute reasonable notice to Debtor. Notice shall be
deemed given or sent when mailed postage prepaid to Debtor's address as provided
herein. Bank shall be entitled to apply the proceeds of any sale or other
disposition of the Collateral, and the payments received by Bank with respect to
any of the Collateral, to Obligations in such order and manner as Bank may
determine. Collateral that is subject to rapid declines in value and is
customarily sold in recognized markets may be disposed of by Bank in a
recognized market for such collateral without providing notice of sale. Debtor
waives any and all requirements that the Bank sell or dispose of all or any part
of the Collateral at any particular time, regardless of whether Debtor has
requested such sale or disposition.

REMEDIES ARE CUMULATIVE. No failure on the part of Bank to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by Bank or any right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any right, power or remedy. The remedies herein provided are
cumulative and are not exclusive of any remedies provided by law, in equity, or
in other Loan Documents.

MISCELLANEOUS. (i) Amendments and Waivers. No waiver, amendment or modification
of any provision of this Security Agreement shall be valid unless in writing and
signed by Debtor and an officer of Bank. No waiver by Bank of any Default shall
operate as a waiver of any other Default or of the same Default on a future
occasion. (ii) Assignment. All rights of Bank hereunder are freely assignable,
in whole or in part, and shall inure to the benefit of and be enforceable by
Bank, its successors, assigns and affiliates. Debtor shall not assign its rights
and interest hereunder without the prior written consent of Bank, and any
attempt by Debtor to assign without Bank's prior written consent is null and
void. Any

53509e (Raw wl 1.0                 Page 4                           Socagr.doo
<PAGE>
assignment shall not release Debtor from the Obligations. This Security
Agreement shall be binding upon Debtor, and the heirs, personal representatives,
successors, and assigns of Debtor. (iiii) Applicable Law; Conflict Between
Documents. This Security Agreement shall be governed by and construed under the
law of the jurisdiction named in the address of the Bank first shown above (the
"Jurisdiction without regard to that Jurisdiction's conflict of laws principles,
except to the extent that the UCC requires the application of the law of a
different jurisdiction. If any terms of this Security Agreement conflict with
the terms of any commitment letter or loan proposal, the terms of this Security
Agreement shall control. (iv) Jurisdiction. Debtor irrevocably agrees to
non-exclusive personal jurisdiction in the Jurisdiction in which the office of
Bank as stated above is located. (v) Severability. If any provision of this
Security Agreement shall be prohibited by or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Security Agreement. (vi) Notices. Any notices to
Debtor shall be sufficiently given, if in writing and mailed or delivered to the
address of Debtor shown above or such other address as provided hereunder; and
to Bank, if in writing and mailed or delivered to Bank's office address shown
above or such other address as Bank may specify in writing from time to time. In
the event that Debtor changes Debtor's mailing address at any time prior to the
date the Obligations are paid in full, Debtor agrees to promptly give written
notice of said change of address by registered or certified mail, return receipt
requested, all charges prepaid. (vii) Captions. The captions contained herein
are inserted for convenience only and shall not affect the meaning or
interpretation of this Security Agreement or any provision hereof. The use of
the plural shall also mean the singular, and vice versa. (viii) Joint and
Several Liability. If more than one party has signed this Security Agreement,
such parties are jointly and severally obligated hereunder. (ix) Binding
Contract. Debtor by execution and Bank by acceptance of this Security Agreement,
agree that each party is bound by all terms and provisions of this Security
Agreement.

DEFINITIONS. Loan Documents. The term "Loan Documents" refers to all documents,
including this Agreement, whether now or hereafter existing, executed in
connection with or related to the Obligations, and may include, without
limitation and whether executed by Debtor or others, commitment letters that
survive closing, loan agreements, promissory notes, guaranty agreements, deposit
or other similar agreements, other security agreements, letters of credit and
applications for letters of credit, security instruments, financing statements,
mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11
U.S.C. ss. 101). UCC. "UCC" means the Uniforrn Commercial Code as presently and
hereafter enacted in the Jurisdiction. Terms defined in the UCC. Any term used
in this Agreement and in any financing statement filed in connection herewith
which is defined in the UCC and not otherwise defined in this Agreement or any
other Loan Document has the meaning given to the term in the UCC. Debtor
acknowledges and understands that any such term relating to the description of
Collateral may be defined in one or both of (i) the version of Article 9 of the
UCC as enacted and in force in the Jurisdiction on the date this Agreement is
signed by Debtor or (ii) a revised version of Article 9 of the UCC
(substantially in the form of Revised Article 9 (2000 Revision) version thereof
promulgated by the National Conference of Commissioners on Uniform State Laws
and the American Law Institute) ("Revised Article 9") enacted and in force in
the Jurisdiction at any relevant future time. In light of the foregoing, Debtor
agrees that, if terms defining items or classes of Collateral change or are
added as a result of the enactment of Revised Article 9 in the Jurisdiction, the
meaning to be ascribed to any such term with respect to any particular item or
class of Collateral hereunder and the interpretation thereof after the date of
such enactment shall be (a) if such term is defined in both versions of Article
9 and such definitions differ, the broader or more encompassing of the two
definitions, regardless of duplication, and (b) if such term is defined under
only one of the versions of Article 9, the definition in that version.







535090 (Rev wl 1.0)               Page 5                       S"r.dm
<PAGE>
IN WITNESS WHEREOF, Debtor, on the day and year first written above, has caused
this Security Agreement to be executed under seal.

                                       United Capturdyne Technologies, Inc.
                                       Taxpayer Identification Number 65-0184646

                                       By:      Jeffrey Korbin (Seal)
                                                ----------------------------
                                                M. Jeffrey Korbin, President

Tracking #* 105413812
Facility # 105413812


































































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