<PAGE>

                                                                  EXHIBIT 10.29


                              (REGIONS BANK LOGO)
                     DISBURSEMENT REQUEST AND AUTHORIZATION

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL          LOAN DATE        MATURITY       LOAN NO        CALL/COLL        ACCOUNT       OFFICER      INITIALS
<S>                <C>              <C>           <C>              <C>              <C>           <C>          <C>
$150,000.00        07-15-2002       07-15-2003    0008127-0001      590/4645                       1205
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
         Any item above containing "***" has been omitted due to text
                              length limitations.
-------------------------------------------------------------------------------

Borrower: SMARTGATE L C                           Lender: REGIONS BANK
          4400 INDEPENDENCE CT                            BRADENTON MAIN OFFICE
          SARASOTA, FL 34234-4727                         6001 26TH STREET WEST
                                                          BRADENTON, FL 34207

===============================================================================

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Limited Liability Company for $150,000.00 due on July 15, 2003. The
reference rate (Regions Financial Corp. Commercial Base Rate - Daily, with an
interest rate floor of 5.000% currently 4.750%) is added to the margin of
1.000%, resulting in an initial rate of 5.750. This is a secured renewal of the
following described indebtedness: Renewal or refinance of the Promissory Note
to us dated 04/15/1999 AND LAST RENEWED 04/15/2001 on which the State of
Florida Documentary Stamp Tax has been paid. This does not satisfy or in any
way discharge the existing debt under that note, nor does it release any
security identified in that note.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

         [ ]      PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR PERSONAL
                  INVESTMENT.

         [X]      BUSINESS (INCLUDING REAL ESTATE INVESTMENT).

SPECIFIC PURPOSE. The specific purpose of this loan is: RENEWAL OF LINE OF
CREDIT.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $150,000.00 as follows:


         OTHER DISBURSEMENTS:                                  $150,000.00
                  $150,000.00 REGIONS BANK
                                                               -----------

         NOTE PRINCIPAL:                                       $150,000.00


CHARGES PAID IN CASH. Borrower has paid or will pay in cash as agreed the
following charges:

         PREPAID FINANCE CHARGES PAID IN CASH:                     $375.00
                  $375.00 Processing Fee
                                                               -----------


         TOTAL CHARGES PAID IN CASH:                               $375.00

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL
CONDITION AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER.
THIS AUTHORIZATION IS DATED JULY 15, 2002.


BORROWER:


SMARTGATE L C

By: /s/ Stephen A. Michael, President
   -------------------------------------------
   STEPHEN A. MICHAEL, PRESIDENT


===============================================================================



<PAGE>

                              (REGIONS BANK LOGO)

                                PROMISSORY NOTE

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL          LOAN DATE        MATURITY       LOAN NO        CALL/COLL        ACCOUNT       OFFICER      INITIALS
<S>                <C>              <C>           <C>              <C>              <C>           <C>          <C>
$150,000.00        07-15-2002       07-15-2003    0008127-0001      590/4645                       1205
</TABLE>


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
         Any item above containing "***" has been omitted due to text
                              length limitations.

-------------------------------------------------------------------------------
Borrower: SMARTGATE L C                           Lender: REGIONS BANK
          4400 INDEPENDENCE CT                            BRADENTON MAIN OFFICE
          SARASOTA, FL 34234-4727                         6001 26TH STREET WEST
                                                          BRADENTON, FL 34207

===============================================================================

PRINCIPAL AMOUNT: $150,000.00  INITIAL RATE: 5.750%  DATE OF NOTE: JULY 15, 2002

PROMISE TO PAY. SMARTGATE L C ("BORROWER") PROMISES TO PAY TO REGIONS BANK
("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE
PRINCIPAL AMOUNT OF ONE HUNDRED FIFTY THOUSAND & 00/100 DOLLARS ($150,000.00)
OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE UNPAID
OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE CALCULATED
FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE.

PAYMENT. BORROWER WILL PAY THIS LOAN IN ONE PAYMENT OF ALL OUTSTANDING
PRINCIPAL PLUS ALL ACCRUED UNPAID INTEREST ON JULY 15, 2003. IN ADDITION.
BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE
AS OF EACH PAYMENT DATE, BEGINNING AUGUST 15, 2002, WITH ALL SUBSEQUENT
INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. UNLESS
OTHERWISE AGREED OR REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST
TO ACCRUED UNPAID INTEREST, THAN TO PRINCIPAL, AND ANY REMAINING AMOUNT TO ANY
UNPAID COLLECTION COSTS AND LATE CHARGES. THE ANNUAL INTEREST RATE FOR THIS
NOTE IS COMPUTED ON A 365/360 BASIS: THAT IS, BY APPLYING THE RATIO OF THE
ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING
PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL
BALANCE IS OUTSTANDING. BORROWER WILL PAY LENDER AT LENDER'S ADDRESS SHOWN
ABOVE OR AT SUCH OTHER PLACE AS LENDER MAY DESIGNATE IN WRITING.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an index which is the Regions Financial
Corp. Commercial Base Rate - Daily (the "Index"). The Index is not necessarily
the lowest rate charged by Lender on its loans and is set by Lender in its sole
discretion. If the Index becomes unavailable during the term of this loan,
Lender may designate a substitute index after notifying Borrower. Lender will
tell Borrower the current Index rate upon Borrower's request. The interest rate
change will not occur more often than each day. Borrower understands that
Lender may make loans based on other rates as well. THE INDEX CURRENTLY IS
4.750% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL
BALANCE OF THIS NOTE WILL BE AT A RATE OF 1.000 PERCENTAGE POINT OVER THE
INDEX, RESULTING IN AN INITIAL RATE OF 5.750% PER ANNUM. NOTWITHSTANDING THE
FOREGOING, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL
BE SUBJECT TO THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no
circumstances will the effective rate of interest on this Note be less than
5.000% per annum or more than the maximum rate allowed by applicable law.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay
without penalty all or a portion of the amount owed earlier than it is due.
Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower's obligation to continue to make payments of accrued
unpaid interest. Rather, early payments will reduce the principal balance due.
Borrower agrees not to send Lender payments marked "paid in full", "without
recourse", or similar language. If Borrower sends such a payment, Lender may
accept it without losing any of Lender's rights under this Note, and Borrower
will remain obligated to pay any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in
full" of the amount owed or that is tendered with other conditions or
limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: REGIONS BANK, BRADENTON MAIN OFFICE, 6001 26TH STREET WEST,
BRADENTON, FL 34207.

LATE CHARGE. IF A PAYMENT IS 10 DAYS OR MORE LATE, BORROWER WILL BE CHARGED
5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT.

INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, at Lender's option, and if permitted by applicable law, Lender may
add any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note. Upon default, the total
sum due under this Note will bear interest from the date of acceleration or
maturity at the variable interest rate on this Note.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

         PAYMENT DEFAULT. Borrower fails to make any payment when due under
         this Note.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Note or in
         any of the related documents or to comply with or to perform any term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other agreement, in favor of any other
         creditor or person that may materially affect any of Borrower's
         property or Borrower's ability to repay this Note or perform
         Borrower's obligations under this Note or any of the related
         documents.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this
         Note or the related documents is false or misleading in any material
         respect, either now or at the time made or furnished or becomes false
         or misleading at any time thereafter.

         DEATH OR INSOLVENCY. The dissolution of Borrower (regardless of
         whether election to continue is made), any member withdraws from
         Borrower, or any other termination of Borrower's existence as a going
         business or the death of any member, the insolvency of Borrower, the
         appointment of a receiver for any part of Borrower's property, any
         assignment for the benefit of creditors, any type of creditor workout,
         or the commencement of any proceeding under any bankruptcy or
         insolvency laws by or against Borrower.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by any
         governmental agency against any collateral securing the loan. This
         includes a garnishment of any of Borrower's accounts, including deposit
         accounts, with Lender. However, this Event of Default shall not apply
         if there is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in an
         amount determined by Lender, in its sole discretion, as being an
         adequate reserve or bond for the dispute.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any Guarantor of any of the indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of,
         or liability under, any guaranty of the indebtedness evidenced by this
         Note. In the event of a death, Lender, at its option, may, but shall
         not be required to, permit the Guarantor's estate to assume
         unconditionally the obligations arising under the guaranty in a manner
         satisfactory to Lender, and, in doing so, cure any Event of Default.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         INSECURITY. Lender in good faith believes itself insecure.

         CURE PROVISIONS. If any default, other than a default in payment is
         curable and if Borrower has not been given a notice of a breach of the
         same provision of this Note within the preceding twelve (12) months,
         it may be cured (and no event of default will have occurred) if
         Borrower, after receiving written notice from Lender demanding cure
         of such default: (1) cures the default within fifteen (15) days; or
         (2) if the cure requires more than fifteen (15) days, immediately
         initiates steps which Lender deems in Lender's sole discretion to be
         sufficient to cure the default and thereafter continues and completes
         all reasonable and necessary steps sufficient to produce compliance as
         soon as reasonably practical.



<PAGE>

                                PROMISSORY NOTE
Loan No: 0008127-0001             (Continued)                            Page 2

===============================================================================

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender the amount of
these costs and expenses, which includes, subject to any limits under
applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses
whether or not there is a lawsuit, including reasonable attorneys' fees and
legal expenses for bankruptcy proceedings (including efforts to modify or
vacate any automatic stay or injunction), and appeals. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all
other sums provided by law.

JURY WAIVER. LENDER AND BORROWER HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN
ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER LENDER OR BORROWER
AGAINST THE OTHER.

GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS NOTE HAS
BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

COLLATERAL. Borrower acknowledges this note is secured by INVENTORY AS
DESCRIBED IN SECURITY AGREEMENT DATED 04/15/2001 FROM BORROWER.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note may be requested either orally or in writing by Borrower or as
provided in this paragraph. Lender may, but need not, require that all oral
requests be confirmed in writing. All communications, instructions, or
directions by telephone or otherwise to Lender are to be directed to Lender's
office shown above. The following person currently is authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
his or her authority: STEPHEN A. MICHAEL. Borrower agrees to be liable for all
sums either: (A) advanced in accordance with the instructions of an authorized
person or (B) credited to any of Borrower's accounts with Lender. The unpaid
principal balance owing on this Note at any time may be evidenced by
endorsements on this Note or by Lender's internal records, including daily
computer print-outs. Lender will have no obligation to advance funds under this
Note if: (A) Borrower or any guarantor is in default under the terms of this
Note or any agreement that Borrower or any guarantor has with Lender, including
any agreement made in connection with the signing of this Note; (B) Borrower or
any guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor's
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized
by Lender; or (E) LENDER IN GOOD FAITH BELIEVES ITSELF INSECURE.

ARBITRATION. BORROWER AND LENDER AGREE THAT ALL DISPUTES, CLAIMS AND
CONTROVERSIES BETWEEN THEM WHETHER INDIVIDUAL, JOINT, OR CLASS IN NATURE,
ARISING FROM THIS NOTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION CONTRACT AND
TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION IN EFFECT AT THE TIME THE CLAIM IS FILED, UPON REQUEST
OF EITHER PARTY. NO ACT TO TAKE OR DISPOSE OF ANY COLLATERAL SECURING THIS NOTE
SHALL CONSTITUTE A WAIVER OF THIS ARBITRATION AGREEMENT OR BE PROHIBITED BY
THIS ARBITRATION AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, OBTAINING
INJUNCTIVE RELIEF OR A TEMPORARY RESTRAINING ORDER; INVOKING A POWER OF SALE
UNDER ANY DEED OF TRUST OR MORTGAGE; OBTAINING A WRIT OF ATTACHMENT OR
IMPOSITION OF A RECEIVER; OR EXERCISING ANY RIGHTS RELATING TO PERSONAL
PROPERTY, INCLUDING TAKING OR DISPOSING OF SUCH PROPERTY WITH OR WITHOUT
JUDICIAL PROCESS PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE. ANY
DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE LAWFULNESS OR REASONABLENESS
OF ANY ACT, OR EXERCISE OF ANY RIGHT, CONCERNING ANY COLLATERAL SECURING THIS
NOTE, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE MODIFY ANY AGREEMENT
RELATING TO THE COLLATERAL SECURING THIS NOTE, SHALL ALSO BE ARBITRATED,
PROVIDED HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR RESTRAIN ANY ACT OF ANY PARTY. JUDGMENT UPON ANY AWARD RENDERED BY ANY
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. NOTHING IN THIS
NOTE SHALL PRECLUDE ANY PARTY FROM SEEKING EQUITABLE RELIEF FROM A COURT OF
COMPETENT JURISDICTION. THE STATUTE OF LIMITATIONS, ESTOPPEL, WAIVER, LACHES,
AND SIMILAR DOCTRINES WHICH WOULD OTHERWISE BE APPLICABLE IN AN ACTION BROUGHT
BY A PARTY SHALL BE APPLICABLE IN ANY ARBITRATION PROCEEDING, AND THE
COMMENCEMENT OF AN ARBITRATION PROCEEDING SHALL BE DEEMED THE COMMENCEMENT OF
AN ACTION FOR THESE PURPOSES. THE FEDERAL ARBITRATION ACT SHALL APPLY TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

PRIOR NOTE. Renewal or refinance of the Promissory Note to us dated 04/15/1999
AND LAST RENEWED 04/15/2001 on which the State of Florida Documentary Stamp Tax
has been paid. This does not satisfy or in any way discharge the existing debt
under that note, nor does it release any security identified in that note.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will
not affect the rest of the Note. Borrower does not agree or intend to pay, and
Lender does not agree or intend to contract for, charge, collect, take, reserve
or receive (collectively referred to herein as "charge or collect"), any amount
in the nature of interest or in the nature of a fee for this loan, which would
in any way or event including demand, prepayment, or acceleration) cause Lender
to charge or collect more for this loan than the maximum Lender would be
permitted to charge or collect by federal law or the law of the State of
Florida (as applicable). Any such excess interest or unauthorized fee shall,
instead of anything stated to the contrary, be applied first to reduce the
principal balance of this loan, and when the principal has been paid in full,
be refunded to Borrower. Lender may delay or forgo enforcing any of its rights
or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law,
waive presentment, demand for payment, and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or
release any party or guarantor or collateral; or impair, fail to realize upon
or perfect Lender's security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:


SMARTGATE L C

By: /s/ Stephen A. Michael, President
   --------------------------------------
   STEPHEN A. MICHAEL, PRESIDENT

===============================================================================



<PAGE>


                              (REGIONS BANK LOGO)
                            BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
 PRINCIPAL          LOAN DATE        MATURITY       LOAN NO        CALL/COLL        ACCOUNT       OFFICER      INITIALS
<S>                <C>              <C>           <C>              <C>              <C>           <C>          <C>
$150,000.00        07-15-2002       07-15-2003    0008127-0001      590/4645                       1205
</TABLE>


  References in the shaded area are for Lender's use only and do not limit the
         applicability of this document to any particular loan or item.
         Any item above containing "***" has been omitted due to text
                              length limitations.

Borrower: SMARTGATE L C                           Lender: REGIONS BANK
          4400 INDEPENDENCE CT                            BRADENTON MAIN OFFICE
          SARASOTA, FL 34234-4727                         6001 26TH STREET WEST
                                                          BRADENTON, FL 34207

===============================================================================

THIS BUSINESS LOAN AGREEMENT DATED JULY 15, 2002, IS MADE AND EXECUTED BETWEEN
SMARTGATE L C ("BORROWER") AND REGIONS BANK ("LENDER") ON THE FOLLOWING TERMS
AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS
APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL
ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR
SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES
THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON
BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS
AGREEMENT; (B) THE GRANTING, RENEWING, OR EXTENDING OF ANY LOAN BY LENDER AT
ALL TIMES SHALL BE SUBJECT TO LENDER'S SOLE JUDGMENT AND DISCRETION; AND (C)
ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

TERM. This Agreement shall be effective as of July 15, 2002, and shall continue
in full force and effect until such time as all of Borrower's Loans in favor of
Lender have been paid in full, including principal, interest, costs, expenses,
attorneys' fees, and other fees and charges, or until July 15, 2003.

ADVANCE AUTHORITY. The following person currently is authorized to request
advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender's address shown above, written notice of revocation of
his or her authority: STEPHEN A. MICHAEL.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to
the fulfillment to Lender's satisfaction of all of the conditions set forth in
this Agreement and in the Related Documents.

         LOAN DOCUMENTS. Borrower shall provide to Lender the following
         documents for the Loan: (1) the Note; (2) guaranties; (3) together
         with all such Related Documents as Lender may require for the Loan;
         all in form and substance satisfactory to Lender and Lender's counsel.

         BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
         substance satisfactory to Lender properly certified resolutions, duly
         authorizing the execution and delivery of this Agreement, the Note and
         the Related Documents. In addition, Borrower shall have provided such
         other resolutions, authorizations, documents and instruments as Lender
         or its counsel, may require.

         PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all
         fees, charges, and other expenses which are then due and payable as
         specified in this Agreement or any Related Document.

         REPRESENTATIONS AND WARRANTIES. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true and
         correct.

         NO EVENT OF DEFAULT. There shall not exist at the time of any Advance
         a condition which would constitute an Event of Default under this
         Agreement or under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

         ORGANIZATION. Borrower is a limited liability company which is, and at
         all times shall be, duly organized, validly existing, and in good
         standing under and by virtue of the laws of the State of Florida.
         Borrower is duly authorized to transact business in all other states
         in which Borrower is doing business, having obtained all necessary
         filings, governmental licenses and approvals for each state in which
         Borrower is doing business. Specifically, Borrower is, and at all
         times shall be, duly qualified as a foreign limited liability company
         in all states in which the failure to so qualify would have a material
         adverse effect on its business or financial condition. Borrower has
         the full power and authority to own its properties and to transact the
         business in which it is presently engaged or presently proposes to
         engage. Borrower maintains an office at 4400 INDEPENDENCE CT,
         SARASOTA, FL 34234-4727. Unless Borrower has designated otherwise in
         writing, the principal office is the office at which Borrower keeps
         its books and records including its records concerning the Collateral.
         Borrower will notify Lender prior to any change in the location of
         Borrower's state of organization or any change in Borrower's name.
         Borrower shall do all things necessary to preserve and to keep in full
         force and effect its existence, rights and privileges, and shall
         comply with all regulations, rules, ordinances, statutes, orders and
         decrees of any governmental or quasi-governmental authority or court
         applicable to Borrower and Borrower's business activities.

         ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents
         or filings required by law relating to all assumed business names
         used by Borrower. Excluding the name of Borrower, the following is a
         complete list of all assumed business names under which Borrower does
         business: NONE.

         AUTHORIZATION. Borrower's execution, delivery, and performance of this
         Agreement and all the Related Documents have been duly authorized by
         all necessary action by Borrower and do not conflict with, result in a
         violation of, or constitute a default under (1) any provision of
         Borrower's articles of organization or membership agreements, or any
         agreement or other instrument binding upon Borrower or (2) any law,
         governmental regulation, court decree, or order applicable to Borrower
         or to Borrower's properties.

         FINANCIAL INFORMATION. Each of Borrower's financial statements
         supplied to Lender truly and completely disclosed Borrower's financial
         condition as of the date of the statement, and there has been no
         material adverse change in Borrower's financial condition subsequent
         to the date of the most recent financial statement supplied to Lender.
         Borrower has no material contingent obligations except as disclosed in
         such financial statements.

         LEGAL EFFECT. This Agreement constitutes, and any instrument or
         agreement Borrower is required to give under this Agreement when
         delivered will constitute legal, valid, and binding obligations of
         Borrower enforceable against Borrower in accordance with their
         respective terms.

         PROPERTIES. Except as contemplated by this Agreement or as previously
         disclosed in Borrower's financial statements or in writing to Lender
         and as accepted by Lender, and except for property tax liens for taxes
         not presently due and payable, Borrower owns and has good title to all
         of Borrower's properties free and clear of all Security Interests, and
         has not executed any security documents or financing statements
         relating to such properties. All of Borrower's properties are titled in
         Borrower's legal name, and Borrower has not used or filed a financing
         statement under any other name for at least five (5) years.

         HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by
         Lender in writing, Borrower represents and warrants that: (1) During
         the period of Borrower's ownership of Borrower's Collateral, there has
         been no use, generation, manufacture, storage, treatment, disposal,
         release or threatened release of any Hazardous Substance by any person
         on, under, about or from any of the Collateral. (2) Borrower has no
         knowledge of, or reason to believe that there has been (a) any breach
         or violation of any Environmental Laws; (b) any use, generation,
         manufacture, storage, treatment, disposal, release or threatened
         release of any Hazardous Substance on, under, about or from the
         Collateral by any prior owners or occupants of any of the Collateral;
         or (c) any actual or threatened litigation or claims of any kind by
         any person relating to such matters. (3) Neither Borrower nor any
         tenant, contractor, agent or other authorized user of any of the
         Collateral shall use, generate, manufacture, store, treat, dispose of
         or release any Hazardous Substance on, under, about or from any of the
         Collateral; and any such activity shall be conducted in compliance
         with all applicable federal, state, and local laws, regulations, and
         ordinances, including without limitation all Environmental Laws.
         Borrower authorizes Lender and its agents to enter upon the
         Collateral to make such inspections and tests as Lender may deem
         appropriate to determine compliance of the Collateral with this
         section of the Agreement. Any inspections or tests made by Lender
         shall be at Borrower's expense and for Lender's purposes only and
         shall not be construed to create any responsibility or liability on the
         part of Lender to Borrower or to any other person. The representations
         and warranties contained herein are based on Borrower's due diligence
         in investigating the Collateral for hazardous waste and Hazardous



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                            BUSINESS LOAN AGREEMENT
LOAN NO: 0008127-0001             (CONTINUED)                            PAGE 2

===============================================================================


         SUBSTANCES. Borrower hereby (1) releases and waives any future claims
         against Lender for indemnity or contribution in the event Borrower
         becomes liable for cleanup or other costs under any such laws, and (2)
         agrees to indemnify and hold harmless Lender against any and all
         claims, losses, liabilities, damages, penalties, and expenses which
         Lender may directly or indirectly sustain or suffer resulting from a
         breach of this section of the Agreement or as a consequence of any
         use, generation, manufacture, storage, disposal, release or threatened
         release of a hazardous waste or substance on the Collateral. The
         provisions of this section of the Agreement, including the obligation
         to indemnify, shall survive the payment of the indebtedness and the
         termination, expiration or satisfaction of this Agreement and shall
         not be affected by Lender's acquisition of any interest in any of the
         Collateral, whether by foreclosure or otherwise.

         LITIGATION AND CLAIMS. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for
         unpaid taxes) against Borrower is pending or threatened, and no other
         event has occurred which may materially adversely affect Borrower's
         financial condition or properties, other than litigation, claims, or
         other events, if any, that have been disclosed to and acknowledged by
         Lender in writing.

         TAXES. To the best of Borrower's knowledge, all of Borrower's tax
         returns and reports that are or were required to be filed, have been
         filed, and all taxes, assessments and other governmental charges have
         been paid in full, except those presently being or to be contested by
         Borrower in good faith in the ordinary course of business and for
         which adequate reserves have been provided.

         LIEN PRIORITY. Unless otherwise previously disclosed to Lender in
         writing, Borrower has not entered into or granted any Security
         Agreements, or permitted the filing or attachment of any Security
         Interests on or affecting any of the Collateral directly or indirectly
         securing repayment of Borrower's Loan and Note, that would be prior or
         that may in any way be superior to Lender's Security Interests and
         rights in and to such Collateral.

         BINDING EFFECT. This Agreement, the Note, all Security Agreements (if
         any), and all Related Documents are binding upon the signers thereof,
         as well as upon their successors, representatives and assigns, and
         are legally enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

         NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of
         (1) all material adverse changes in Borrower's financial condition,
         and (2) all existing and all threatened litigation, claims,
         investigations, administrative proceedings or similar actions
         affecting Borrower or any Guarantor which could materially affect the
         financial condition of Borrower or the financial condition of any
         Guarantor.

         FINANCIAL RECORDS. Maintain its books and records in accordance with
         GAAP, applied on a consistent basis, and permit Lender to examine and
         audit Borrower's books and records at all reasonable times.

         FINANCIAL STATEMENTS. Furnish Lender with the following:

                  ANNUAL STATEMENTS. As soon as available, but in no event
                  later than ninety (90) days after the end of each fiscal
                  year, Borrower's balance sheet and income statement for the
                  year ended, compiled by a certified public accountant
                  satisfactory to Lender.

         All financial reports required to be provided under this Agreement
         shall be prepared in accordance with GAAP, applied on a consistent
         basis, and certified by Borrower as being true and correct.

         ADDITIONAL INFORMATION. Furnish such additional information and
         statements, as Lender may request from time to time.

         INSURANCE. Maintain fire and other risk insurance, public liability
         insurance, and such other insurance as Lender may require with respect
         to Borrower's properties and operations, in form, amounts, coverages
         and with insurance companies acceptable to Lender. Borrower, upon
         request of Lender, will deliver to Lender from time to time the
         policies or certificates of insurance in form satisfactory to Lender,
         including stipulations that coverages will not be cancelled or
         diminished without at least ten (10) days prior written notice to
         Lender. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person.
         In connection with all policies covering assets in which Lender holds
         or is offered a security interest for the Loans, Borrower will provide
         Lender with such lender's loss payable or other endorsements as Lender
         may require.

         INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports
         on each existing insurance policy showing such information as Lender
         may reasonably request, including without limitation the following:
         (1) the name of the insurer; (2) the risks insured; (3) the amount of
         the policy; (4) the properties insured; (5) the then current property
         values on the basis of which insurance has been obtained, and the
         manner of determining those values; and (6) the expiration date of the
         policy. In addition, upon request of Lender (however not more often
         than annually), Borrower will have an independent appraiser
         satisfactory to Lender determine, as applicable, the actual cash value
         or replacement cost of any Collateral. The cost of such appraisal
         shall be paid by Borrower.

         GUARANTIES. Prior to disbursement of any Loan proceeds, furnish
         executed guaranties of the Loans in favor of Lender, executed by the
         guarantor named below, on Lender's forms, and in the amount and under
         the conditions set forth in those guaranties.

                  NAME OF GUARANTOR                   AMOUNT
                  -----------------                   ------
                  H. R. WILLIAMS                      UNLIMITED

         OTHER AGREEMENTS. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and
         any other party and notify Lender immediately in writing of any
         default in connection with any other such agreements.

         LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
         operations, unless specifically consented to the contrary by Lender in
         writing.

         TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower or its properties, income, or
         profits, prior to the date on which penalties would attach, and all
         lawful claims that, if unpaid, might become a lien or charge upon any
         of Borrower's properties, income, or profits.

         PERFORMANCE. Perform and comply, in a timely manner, with all terms,
         conditions, and provisions set forth in this Agreement, in the Related
         Documents, and in all other instruments and agreements between
         Borrower and Lender. Borrower shall notify Lender immediately in
         writing of any default in connection with any agreement.

         OPERATIONS. Maintain executive and management personnel with
         substantially the same qualifications and experience as the present
         executive and management personnel; provide written notice to Lender
         of any change in executive and management personnel; conduct its
         business affairs in a reasonable and prudent manner.

         ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower's
         expense, all such investigations, studies, samplings and testings as
         may be requested by Lender or any governmental authority relative to
         any substance, or any waste or by-product of any substance defined as
         toxic or a hazardous substance under applicable federal, state, or
         local law, rule, regulation, order or directive, at or affecting any
         property or any facility owned, leased or used by Borrower.

         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws,
         ordinances, and regulations, now or hereafter in effect, of all
         governmental authorities applicable to the conduct of Borrower's
         properties, businesses and operations, and to the use or occupancy of
         the Collateral, including without limitation, the Americans With
         Disabilities Act. Borrower may contest in good faith any such law,
         ordinance, or regulation and withhold compliance during any
         proceeding, including appropriate appeals, so long as Borrower has
         notified Lender in writing prior to doing so and so long as, in
         Lender's sole opinion, Lender's interests in the Collateral are not
         jeopardized. Lender may require Borrower to post adequate security or
         a surety bond, reasonably satisfactory to Lender, to protect Lender's
         interest.

         INSPECTION. Permit employees or agents of Lender at any reasonable
         time to inspect any and all Collateral for the Loan or Loans and
         Borrower's other properties and to examine or audit Borrower's books,
         accounts, and records and to make copies and memoranda of Borrower's
         books, accounts, and records. If Borrower now or at any time hereafter
         maintains any records (including without limitation computer generated
         records and computer software programs for the generation of such
         records) in the possession of a third party, Borrower, upon request of
         Lender, shall notify such party to permit Lender free access to such
         records at all reasonable times and to provide Lender with copies of
         any records it may request, all at Borrower's expense.

         COMPLIANCE CERTIFICATES. Unless waived in writing by Lender, provide
         Lender at least annually, with a certificate executed by Borrower's
         chief financial officer, or other officer or person acceptable to
         Lender, certifying that the representations and warranties set forth
         in this Agreement are true and correct as of the date of the
         certificate and further certifying that, as of the date of the
         certificate, no Event of Default exists under this Agreement.

         ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all
         respects with any and all Environmental Laws; not cause or permit to
         exist, as a result of an intentional or unintentional action or
         omission on Borrower's part or on the part of any third party, on
         property owned and/or occupied by Borrower, any environmental activity
         where damage may result to the environment, unless such environmental
         activity is pursuant to and in compliance with the conditions of a
         permit issued by the appropriate federal, state or local governmental
         authorities; shall furnish to Lender promptly and in any event within
         thirty (30) days after receipt thereof a copy of any notice, summons,



<PAGE>

                            BUSINESS LOAN AGREEMENT
LOAN NO: 0008127-0001             (CONTINUED)                            PAGE 3

===============================================================================

         lien, citation, directive, letter or other communication from any
         governmental agency or instrumentality concerning any intentional or
         unintentional action or omission on Borrower's part in connection with
         any environmental activity whether or not there is damage to the
         environment and/or other natural resources.

         ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such
         promissory notes, mortgages, deeds of trust, security agreements,
         assignments, financing statements, instruments, documents and other
         agreements as Lender or its attorneys may reasonably request to
         evidence and secure the Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law,
rule, regulation or guideline, or the interpretation or application of any
thereof by any court or administrative or governmental authority (including any
request or policy not having the force of law) shall impose, modify or make
applicable any taxes (except federal, state or local income or franchise taxes
imposed on Lender), reserve requirements, capital adequacy requirements or
other obligations which would (A) increase the cost to Lender for extending or
maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents,
or (C) reduce the rate of return on Lender's capital as a consequence of
Lender's obligations with respect to the credit facilities to which this
Agreement relates, then Borrower agrees to pay Lender such additional amounts
as will compensate Lender therefor, within five (5) days after Lender's written
demand for such payment, which demand shall be accompanied by an explanation of
such imposition or charge and a calculation in reasonable detail of the
additional amounts payable by Borrower, which explanation and calculations
shall be conclusive in the absence of manifest error.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to)
take any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on
demand; (B) be added to the balance of the Note and be apportioned among and be
payable with any installment payments to become due during either (1) the term
of any applicable insurance policy; or (2) the remaining term of the Note; or
(C) be treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

         INDEBTEDNESS AND LIENS. (1) Except for trade debt incurred in the
         normal course of business and indebtedness to Lender contemplated by
         this Agreement, create, incur or assume indebtedness for borrowed
         money, including capital leases, (2) sell, transfer, mortgage, assign,
         pledge, lease, grant a security interest in, or encumber any of
         Borrower's assets (except as allowed as Permitted Liens), or (3) sell
         with recourse any of Borrower's accounts, except to Lender.

         CONTINUITY OF OPERATIONS. (1) Engage in any business activities
         substantially different than those in which Borrower is presently
         engaged, (2) cease operations, liquidate, merge, transfer, acquire or
         consolidate with any other entity, change its name, dissolve or
         transfer or sell Collateral out of the ordinary course of business, or
         (3) make any distribution with respect to any capital account, whether
         by reduction of capital or otherwise.

         LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance
         money or assets, (2) purchase, create or acquire any interest in any
         other enterprise or entity, or (3) incur any obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement
or any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender
in good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

         PAYMENT DEFAULT. Borrower fails to make any payment when due under the
         Loan.

         OTHER DEFAULTS. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Agreement or
         in any of the Related Documents or to comply with or to perform any
         term, obligation, covenant or condition contained in any other
         agreement between Lender and Borrower.

         DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults
         under any loan, extension of credit, security agreement, purchase or
         sales agreement, or any other agreement, in favor of any other
         creditor or person that may materially affect any of Borrower's or any
         Grantor's property or Borrower's or any Grantor's ability to repay the
         Loans or perform their respective obligations under this Agreement or
         any of the Related Documents.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this
         Agreement or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished or
         becomes false or misleading at any time thereafter.

         DEATH OR INSOLVENCY. The dissolution of Borrower (regardless of
         whether election to continue is made), any member withdraws from
         Borrower, or any other termination of Borrower's existence as a going
         business or the death of any member, the insolvency of Borrower, the
         appointment of a receiver for any part of Borrower's property, any
         assignment for the benefit of creditors, any type of creditor workout,
         or the commencement of any proceeding under any bankruptcy or
         insolvency laws by or against Borrower.

         DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral document to create a valid and perfected security
         interest or lien) at any time and for any reason.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower or by
         any governmental agency against any collateral securing the Loan.
         This includes a garnishment of any of Borrower's accounts, including
         deposit accounts, with Lender. However, this Event of Default shall
         not apply if there is a good faith dispute by Borrower as to the
         validity or reasonableness of the claim which is the basis of the
         creditor or forfeiture proceeding and if Borrower gives Lender written
         notice of the creditor or forfeiture proceeding and deposits with
         Lender monies or a surety bond for the creditor or forfeiture
         proceeding, in an amount determined by Lender, in its sole discretion,
         as being an adequate reserve or bond for the dispute.

         EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of,
         or liability under, any Guaranty of the Indebtedness. In the event
         of a death, Lender, at its option, may, but shall not be required to,
         permit the Guarantor's estate to assume unconditionally the
         obligations arising under the guaranty in a manner satisfactory to
         Lender, and, in doing so, cure any Event of Default.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of the Loan is impaired.

         INSECURITY. Lender in good faith believes itself insecure.

         RIGHT TO CURE. If any default, other than a default on indebtedness,
         is curable and if Borrower or Grantor, as the case may be, has not
         been given a notice of a similar default within the preceding twelve
         (12) months, it may be cured (and no Event of Default will have
         occurred) if Borrower or Grantor, as the case may be, after receiving
         written notice from Lender demanding cure of such default: (1) cure
         the default within fifteen (15) days; or (2) if the cure requires more
         than fifteen (15) days, immediately initiate steps which Lender deems
         in Lender's sole discretion to be sufficient to cure the default and
         thereafter continue and complete all reasonable and necessary steps
         sufficient to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related


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                            BUSINESS LOAN AGREEMENT
LOAN NO: 0008127-0001             (CONTINUED)                            PAGE 4

===============================================================================

Documents, all commitments and obligations of Lender under this Agreement or
the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and,
at Lender's option, all Indebtedness immediately will become due and payable,
all without notice of any kind to Borrower, except that in the case of an Event
of Default of the type described in the "Insolvency" subsection above, such
acceleration shall be automatic and not optional. In addition, Lender shall
have all the rights and remedies provided in the Related Documents or available
at law, in equity, or otherwise. Except as may be prohibited by applicable law,
all of Lender's rights and remedies shall be cumulative and may be exercised
singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Borrower or of any Grantor shall not
affect Lender's right to declare a default and to exercise its rights and
remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as
         to the matters set forth in this Agreement. No alteration of or
         amendment to this Agreement shall be effective unless given in writing
         and signed by the party or parties sought to be charged or bound by
         the alteration or amendment.

         ARBITRATION. BORROWER AND LENDER AGREE THAT ALL DISPUTES, CLAIMS AND
         CONTROVERSIES BETWEEN THEM WHETHER INDIVIDUAL, JOINT, OR CLASS IN
         NATURE, ARISING FROM THIS AGREEMENT OR OTHERWISE, INCLUDING WITHOUT
         LIMITATION CONTRACT AND TORT DISPUTES, SHALL BE ARBITRATED PURSUANT TO
         THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE
         TIME THE CLAIM IS FILED, UPON REQUEST OF EITHER PARTY. NO ACT TO TAKE
         OR DISPOSE OF ANY COLLATERAL SHALL CONSTITUTE A WAIVER OF THIS
         ARBITRATION AGREEMENT OR BE PROHIBITED BY THIS ARBITRATION AGREEMENT.
         THIS INCLUDES, WITHOUT LIMITATION, OBTAINING INJUNCTIVE RELIEF OR A
         TEMPORARY RESTRAINING ORDER; INVOKING A POWER OF SALE UNDER ANY DEED
         OF TRUST OR MORTGAGE; OBTAINING A WRIT OF ATTACHMENT OR IMPOSITION OF
         A RECEIVER; OR EXERCISING ANY RIGHTS RELATING TO PERSONAL PROPERTY,
         INCLUDING TAKING OR DISPOSING OF SUCH PROPERTY WITH OR WITHOUT
         JUDICIAL PROCESS PURSUANT TO ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE.
         ANY DISPUTES, CLAIMS, OR CONTROVERSIES CONCERNING THE LAWFULNESS OR
         REASONABLENESS OF ANY ACT, OR EXERCISE OF ANY RIGHT, CONCERNING ANY
         COLLATERAL, INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
         MODIFY ANY AGREEMENT RELATING TO THE COLLATERAL, SHALL ALSO BE
         ARBITRATED, PROVIDED HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT
         OR THE POWER TO ENJOIN OR RESTRAIN ANY ACT OF ANY PARTY. JUDGMENT UPON
         ANY AWARD RENDERED BY ANY ARBITRATOR MAY BE ENTERED IN ANY COURT
         HAVING JURISDICTION. NOTHING IN THIS AGREEMENT SHALL PRECLUDE ANY
         PARTY FROM SEEKING EQUITABLE RELIEF FROM A COURT OF COMPETENT
         JURISDICTION. THE STATUTE OF LIMITATIONS, ESTOPPEL, WAIVER, LACHES,
         AND SIMILAR DOCTRINES WHICH WOULD OTHERWISE BE APPLICABLE IN AN ACTION
         BROUGHT BY A PARTY SHALL BE APPLICABLE IN ANY ARBITRATION PROCEEDING,
         AND THE COMMENCEMENT OF AN ARBITRATION PROCEEDING SHALL BE DEEMED THE
         COMMENCEMENT OF AN ACTION FOR THESE PURPOSES. THE FEDERAL ARBITRATION
         ACT SHALL APPLY TO THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
         OF THIS ARBITRATION PROVISION.

         ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of
         Lender's costs and expenses, including Lender's reasonable attorneys'
         fees and Lender's legal expenses, incurred in connection with the
         enforcement of this Agreement. Lender may hire or pay someone else to
         help enforce this Agreement, and Borrower shall pay the costs and
         expenses of such enforcement. Costs and expenses include Lender's
         reasonable attorneys' fees and legal expenses whether or not there is
         a lawsuit, including reasonable attorneys' fees and legal expenses for
         bankruptcy proceedings (including efforts to modify or vacate any
         automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Borrower also shall pay all court
         costs and such additional fees as may be directed by the court.

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or
         define the provisions of this Agreement.

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to
         Lender's sale or transfer, whether now or later, of one or more
         participation interests in the Loan to one or more purchasers, whether
         related or unrelated to Lender. Lender may provide, without any
         limitation whatsoever, to any one or more purchasers, or potential
         purchasers, any information or knowledge Lender may have about
         Borrower or about any other matter relating to the Loan, and Borrower
         hereby waives any rights to privacy Borrower may have with respect to
         such matters. Borrower additionally waives any and all notices of sale
         of participation interests, as well as all notices of any repurchase
         of such participation interests. Borrower also agrees that the
         purchasers of any such participation interests will be considered as
         the absolute owners of such interests in the Loan and will have all
         the rights granted under the participation agreement or agreements
         governing the sale of such participation interests. Borrower further
         waives all rights of offset or counterclaim that it may have now or
         later against Lender or against any purchaser of such a participation
         interest and unconditionally agrees that either Lender or such
         purchaser may enforce Borrower's obligation under the Loan
         irrespective of the failure or insolvency of any holder of any
         interest in the Loan. Borrower further agrees that the purchaser of
         any such participation interests may enforce its interests
         irrespective of any personal claims or defenses that Borrower may have
         against Lender.

         GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF
         FLORIDA. THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF
         FLORIDA.

         NO WAIVER BY LENDER. Lender shall not be deemed to have waived any
         rights under this Agreement unless such waiver is given in writing and
         signed by Lender. No delay or omission on the part of Lender in
         exercising any right shall operate as a waiver of such right or any
         other right. A waiver by Lender of a provision of this Agreement shall
         not prejudice or constitute a waiver of Lender's right otherwise to
         demand strict compliance with that provision or any other provision of
         this Agreement. No prior waiver by Lender, nor any course of dealing
         between Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any of Borrower's
         or any Grantor's obligations as to any future transactions. Whenever
         the consent of Lender is required under this Agreement, the granting
         of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

         NOTICES. Any notice required to be given under this Agreement shall be
         given in writing, and shall be effective when actually delivered, when
         actually received by telefacsimile (unless otherwise required by law),
         when deposited with a nationally recognized overnight courier, or, if
         mailed, when deposited in the United States mail, as first class,
         certified or registered mail postage prepaid, directed to the addresses
         shown near the beginning of this Agreement. Any party may change its
         address for notices under this Agreement by giving written notice to
         the other parties, specifying that the purpose of the notice is to
         change the party's address. For notice purposes, Borrower agrees to
         keep Lender informed at all times of Borrower's current address. Unless
         otherwise provided or required by law, if there is more than one
         Borrower, any notice given by Lender to any Borrower is deemed to be
         notice given to all Borrowers.

         SEVERABILITY. If a court of competent jurisdiction finds any provision
         of this Agreement to be illegal, invalid, or unenforceable as to any
         circumstance, that finding shall not make the offending provision
         illegal, invalid, or unenforceable as to any other circumstance. If
         feasible, the offending provision shall be considered modified so that
         it becomes legal, valid and enforceable. If the offending provision
         cannot be so modified, it shall be considered deleted from this
         Agreement. Unless otherwise required by law, the illegality,
         invalidity, or unenforceability of any provision of this Agreement
         shall not affect the legality, validity or enforceability of any other
         provision of this Agreement.

         SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of
         any provisions of this Agreement makes it appropriate, including
         without limitation any representation, warranty or covenant, the word
         "Borrower" as used in this Agreement shall include all of Borrower's
         subsidiaries and affiliates. Notwithstanding the foregoing however,
         under no circumstances shall this Agreement be construed to require
         Lender to make any Loan or other financial accommodation to any of
         Borrower's subsidiaries or affiliates.

         SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or
         on behalf of Borrower shall bind Borrower's successors and assigns and
         shall inure to the benefit of Lender and its successors and assigns.
         Borrower shall not, however, have the right to assign Borrower's
         rights under this Agreement or any interest therein, without the prior
         written consent of Lender.

         SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
         agrees that in extending Loan Advances, Lender is relying on all
         representations, warranties, and covenants made by Borrower in this
         Agreement or in any certificate or other instrument delivered by
         Borrower to Lender under this Agreement or the Related Documents.
         Borrower further agrees that regardless of any investigation made by
         Lender, all such representations, warranties and covenants will
         survive the extension of Loan Advances and delivery to Lender of the
         Related Documents, shall be continuing in nature, shall be deemed made
         and redated by Borrower at the time each Loan Advance is made, and
         shall remain in full force and effect until such time as Borrower's
         Indebtedness shall be paid in full, or until this Agreement shall be
         terminated in the manner provided above, whichever is the last to
         occur.

         TIME IS OF THE ESSENCE. Time is of the essence in the performance of
         this Agreement.

         WAIVE JURY. ALL PARTIES TO THIS AGREEMENT HEREBY WAIVE THE RIGHT TO
         ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY
         ANY PARTY AGAINST ANY OTHER PARTY.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts in lawful money of the United States
of America. Words and terms used in the singular shall include the plural, and
the plural shall include the singular, as the context may require. Words and
terms not otherwise defined in this Agreement shall have the meanings
attributed to such terms in the Uniform Commercial Code. Accounting words and
terms not otherwise defined in this Agreement shall have the meanings assigned
to them in accordance with generally accepted accounting principles as in
effect on the date of this Agreement:

         ADVANCE. The word "Advance" means a disbursement of Loan funds made,
         or to be made, to Borrower or on Borrower's behalf on a line

<PAGE>


                            BUSINESS LOAN AGREEMENT
LOAN NO: 0008127-0001             (CONTINUED)                            PAGE 5

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         of credit or multiple advance basis under the terms and conditions of
         this Agreement.

         AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
         this Business Loan Agreement may be amended or modified from time to
         time, together with all exhibits and schedules attached to this
         Business Loan Agreement from time to time.

         BORROWER. The word "Borrower" means SMARTGATE L C, and all other
         persons and entities signing the Note in whatever capacity.

         COLLATERAL. The word "Collateral" means all property and assets
         granted as collateral security for a Loan, whether real or personal
         property, whether granted directly or indirectly, whether granted now
         or in the future, and whether granted in the form of a security
         interest, mortgage, collateral mortgage, deed of trust, assignment,
         pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
         chattel trust, factor's lien, equipment trust, conditional sale, trust
         receipt, lien, charge, lien or title retention contract, lease or
         consignment intended as a security device, or any other security or
         lien interest whatsoever, whether created by law, contract, or
         otherwise.

         ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all
         state, federal and local statutes, regulations and ordinances relating
         to the protection of human health or the environment, including
         without limitation the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section
         9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
         Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials
         Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
         Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or
         other applicable state or federal laws, rules, or regulations adopted
         pursuant thereto.

         EVENT OF DEFAULT. The words "Event of Default" mean any of the events
         of default set forth in this Agreement in the default section of this
         Agreement.

         GAAP. The word "GAAP" means generally accepted accounting principles.

         GRANTOR. The word "Grantor" means each and all of the persons or
         entities granting a Security Interest in any Collateral for the Loan,
         including without limitation all Borrowers granting such a Security
         Interest.

         GUARANTOR. The word "Guarantor" means any guarantor, surety, or
         accommodation party of any or all of the Loan.

         GUARANTY. The word "Guaranty" means the guaranty from Guarantor to
         Lender, including without limitation a guaranty of all or part of the
         Note.

         HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials
         that, because of their quantity, concentration or physical, chemical
         or infectious characteristics, may cause or pose a present or
         potential hazard to human health or the environment when improperly
         used, treated, stored, disposed of, generated, manufactured,
         transported or otherwise handled. The words "Hazardous Substances" are
         used in their very broadest sense and include without limitation any
         and all hazardous or toxic substances, materials or waste as defined
         by or listed under the Environmental Laws. The term "Hazardous
         Substances" also includes, without limitation, petroleum and petroleum
         by-products or any fraction thereof and asbestos.

         INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced
         by the Note or Related Documents, including all principal and interest
         together with all other indebtedness and costs and expenses for which
         Borrower is responsible under this Agreement or under any of the
         Related Documents.

         LENDER. The word "Lender" means REGIONS BANK, its successors and
         assigns.

         LOAN. The word "Loan" means any and all loans and financial
         accommodations from Lender to Borrower whether now or hereafter
         existing, and however evidenced, including without limitation those
         loans and financial accommodations described herein or described on
         any exhibit or schedule attached to this Agreement from time to time.

         NOTE. The word "Note" means the Note executed by SMARTGATE L C in the
         principal amount of $150,000.00 dated July 15, 2002, together with all
         renewals of, extensions of, modifications of, refinancings of,
         consolidations of, and substitutions for the note or credit agreement.

         PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and
         security interests securing Indebtedness owed by Borrower to Lender;
         (2) liens for taxes, assessments, or similar charges either not yet
         due or being contested in good faith; (3) liens of materialmen,
         mechanics, warehousemen, or carriers, or other like liens arising in
         the ordinary course of business and securing obligations which are not
         yet delinquent; (4) purchase money liens or purchase money security
         interests upon or in any property acquired or held by Borrower in the
         ordinary course of business to secure indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (5) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by the Lender in writing; and (6) those
         liens and security interests which in the aggregate constitute an
         immaterial and insignificant monetary amount with respect to the net
         value of Borrower's assets.

         RELATED DOCUMENTS. The words "Related Documents" mean all promissory
         notes, credit agreements, loan agreements, environmental agreements,
         guaranties, security agreements, mortgages, deeds of trust, security
         deeds, collateral mortgages, and all other instruments, agreements
         and documents, whether now or hereafter existing, executed in
         connection with the Loan.

         SECURITY AGREEMENT. The words "Security Agreement" mean and include
         without limitation any agreements, promises, covenants, arrangements,
         understandings or other agreements, whether created by law, contract,
         or otherwise, evidencing, governing, representing, or creating a
         Security Interest.

         SECURITY INTEREST. The words "Security Interest" mean, without
         limitation, any and all types of collateral security, present and
         future, whether in the form of a lien, charge, encumbrance, mortgage,
         deed of trust, security deed, assignment, pledge, crop pledge, chattel
         mortgage, collateral chattel mortgage, chattel trust, factor's lien,
         equipment trust, conditional sale, trust receipt, lien or title
         retention contract, lease or consignment intended as a security
         device, or any other security or lien interest whatsoever whether
         created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED JULY 15, 2002.


BORROWER:


SMARTGATE L C

By: /s/ Stephen A. Michael, President
   ---------------------------------------
   STEPHEN A. MICHAEL, PRESIDENT


LENDER:


REGIONS BANK

By:
   ---------------------------------------
   Authorized Signer

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