Exhibit 4.10

                               SECURITY AGREEMENT


         THIS SECURITY  AGREEMENT  (the  "Agreement"),  is entered into and made
effective as of May 17, 2006, by and between,  Sapphire Consulting  Services,  a
corporation  with  its  principal  place of  business  at  17951  Lyons  Circle,
Huntington  Beach, CA 92647 (the "Company"),  and Cornell Capital  Partners,  LP
(the "Secured Party").

         WHEREAS,   the  Company  is  a  wholly  owned   subsidiary  of  Quintek
Technologies, Inc. (the "Parent");


         WHEREAS,  on the date  hereof,  the Parent  shall issue and sell to the
Secured Party, as provided in the Securities  Purchase  Agreement dated the date
hereof,  and  the  Secured  Party  shall  purchase  up to  Two  Million  Dollars
($2,000,000) of secured convertible  debentures (the "Convertible  Debentures"),
which shall be convertible into shares of common stock of the Parent,  par value
$0.01 (the "Common  Stock") (as  converted,  the  "Conversion  Shares"),  in the
respective  amounts set forth opposite each Buyer(s) name on Schedule I attached
to the Securities Purchase Agreement;

         WHEREAS,  the Company  shall  benefit from the sale of the  Convertible
Debentures by the Parent to the Secured Party;

         WHEREAS,  to induce the  Secured  Party to enter  into the  transaction
contemplated  by the  Securities  Purchase  Agreement,  the Secured  Convertible
Debenture,  the Investor  Registration  Rights  Agreement,  and the  Irrevocable
Transfer  Agent  Instructions,  (collectively  referred  to as the  "Transaction
Documents"),  the Company hereby grants to the Secured Party a security interest
in and to the Pledged  Property (as defined below) until the satisfaction of the
Obligations, as defined herein below.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained,  and for other good and valuable consideration,  the
adequacy and receipt of which are hereby acknowledged, the parties hereto hereby
agree as follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS

         Section 1.1.      Recitals.

         The above recitals are true and correct and are incorporated herein, in
their entirety, by this reference.

         Section 1.2.      Interpretations.

         Nothing  herein  expressed or implied is intended or shall be construed
to confer  upon any person  other than the  Secured  Party any right,  remedy or
claim under or by reason hereof.

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         Section 1.3.      Obligations Secured.

         The  obligations  secured  hereby  are any and all  obligations  of the
Company or the Parent now existing or hereinafter incurred to the Secured Party,
whether oral or written and whether arising before,  on or after the date hereof
including,  without  limitation,  those obligations of the Parent to the Secured
Party under the  Transaction  Documents,  and any other amounts now or hereafter
owed to the Secured Party by the Parent  thereunder or hereunder  (collectively,
the "Obligations").

                                   ARTICLE 2.

                 PLEDGED PROPERTY, ADMINISTRATION OF COLLATERAL
                      AND TERMINATION OF SECURITY INTEREST

         Section 2.1.      Pledged Property.

                  (a) The  Company  hereby  pledges to the  Secured  Party,  and
creates in the Secured Party for its benefit,  a security interest for such time
until the  Obligations  are paid in full,  in and to all of the  property of the
Company as set forth in Exhibit "A" attached hereto and the products thereof and
the proceeds of all such items (collectively, the "Pledged Property"):

                  (b)  Simultaneously  with the  execution  and delivery of this
Agreement,  the  Company  shall make,  execute,  acknowledge,  file,  record and
deliver to the Secured Party any documents  reasonably  requested by the Secured
Party to perfect its security interest in the Pledged  Property.  Simultaneously
with the  execution  and  delivery of this  Agreement,  the Company  shall make,
execute,  acknowledge  and  deliver  to the  Secured  Party such  documents  and
instruments, including, without limitation, financing statements,  certificates,
affidavits  and forms as may, in the Secured  Party's  reasonable  judgment,  be
necessary to effectuate,  complete or perfect, or to continue and preserve,  the
security interest of the Secured Party in the Pledged Property,  and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms and conditions contained herein.

         Section 2.2.      Rights; Interests; Etc.

                  (a) So long as no Event of Default  (as  hereinafter  defined)
shall have occurred and be continuing:

                           (i) the Company shall be entitled to exercise any and
all rights  pertaining  to the  Pledged  Property  or any part  thereof  for any
purpose not inconsistent with the terms hereof; and

                           (ii) the  Company  shall be  entitled  to receive and
retain any and all payments paid or made in respect of the Pledged Property.

                  (b) Upon the occurrence and during the continuance of an Event
of Default:

                           (i) All rights of the Company to exercise  the rights
which it would otherwise be entitled to exercise  pursuant to Section  2.2(a)(i)
hereof and to receive payments which it would otherwise be authorized to receive


                                      -2-
<PAGE>

nd retain  pursuant to Section  2.2(a)(ii)  hereof shall be suspended,  and all
such  rights  shall  thereupon  become  vested  in the  Secured  Party who shall
thereupon have the sole right to exercise such rights and to receive and hold as
Pledged  Property such payments;  provided,  however,  that if the Secured Party
shall  become  entitled  and shall elect to exercise its right to realize on the
Pledged  Property  pursuant to Article 5 hereof,  then all cash sums received by
the Secured  Party,  or held by Company for the benefit of the Secured Party and
paid over pursuant to Section  2.2(b)(ii)  hereof,  shall be applied against any
outstanding Obligations; and

                           (ii)  All  interest,   dividends,  income  and  other
payments and  distributions  which are  received by the Company  contrary to the
provisions  of  Section  2.2(b)(i)  hereof  shall be  received  in trust for the
benefit of the Secured  Party,  shall be segregated  from other  property of the
Company and shall be forthwith paid over to the Secured Party; or

                           (iii) The Secured Party in its sole discretion  shall
be  authorized  to sell any or all of the Pledged  Property at public or private
sale in order to recoup all of the outstanding  principal plus accrued  interest
owed pursuant to the Convertible Debenture as described herein

                  (c) An "Event  of  Default"  shall be deemed to have  occurred
under this Agreement upon an Event of Default under the Convertible Debentures.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE

         Section 3.1.      Secured Party Appointed Attorney-In-Fact.

         Upon the occurrence of an Event of Default, the Company hereby appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged  Property or any part thereof and to give full  discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify  account  debtors and obligors on any Pledged  Property to make
payments directly to the Secured Party.

         Section 3.2.      Secured Party May Perform.

         If the Company fails to perform any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                      -3-
<PAGE>

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES

         Section 4.1.      Authorization; Enforceability.

         Each of the parties  hereto  represents  and warrants that it has taken
all action  necessary to authorize the  execution,  delivery and  performance of
this Agreement and the transactions  contemplated hereby; and upon execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the availability of equitable remedies.

         Section 4.2.      Ownership of Pledged Property.

         The Company warrants and represents that it is the legal and beneficial
owner of the Pledged  Property  free and clear of any lien,  security  interest,
option or other charge or encumbrance  except for the security  interest created
by this Agreement.

                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

         Section 5.1.      Default and Remedies.

                  (a) If an Event of Default occurs,  then in each such case the
Secured Party may declare the Obligations to be due and payable immediately,  by
a  notice  in  writing  to the  Company,  and upon  any  such  declaration,  the
Obligations shall become immediately due and payable.

                  (b) Upon the  occurrence  of an Event of Default,  the Secured
Party shall:  (i) be entitled to receive all  distributions  with respect to the
Pledged Property,  (ii) to cause the Pledged Property to be transferred into the
name of the  Secured  Party or its  nominee,  (iii) to  dispose  of the  Pledged
Property,  and (iv) to realize  upon any and all rights in the Pledged  Property
then held by the Secured Party.

         Section 5.2.      Method of Realizing Upon the Pledged Property;
                           Other Remedies.

         Upon the  occurrence of an Event of Default,  in addition to any rights
and  remedies  available at law or in equity,  the  following  provisions  shall
govern the Secured Party's right to realize upon the Pledged Property:

                  (a) Any item of the Pledged  Property  may be sold for cash or
other value in any number of lots at brokers  board,  public  auction or private
sale and may be sold without  demand,  advertisement  or notice (except that the
Secured Party shall give the Company ten (10) days' prior written  notice of the
time and place or of the time after which a private  sale may be made (the "Sale
Notice")),  which  notice  period  shall in any  event is  hereby  agreed  to be
commercially  reasonable.  At any  sale or sales of the  Pledged  Property,  the
Company may bid for and purchase  the whole or any part of the Pledged  Property


                                      -4-
<PAGE>

and, upon compliance with the terms of such sale, may hold,  exploit and dispose
of the same without  further  accountability  to the Secured Party.  The Company
will  execute  and  deliver,  or  cause  to  be  executed  and  delivered,  such
instruments,  documents,  assignments, waivers, certificates, and affidavits and
supply or cause to be supplied  such further  information  and take such further
action as the Secured Party reasonably shall require in connection with any such
sale.

                  (b) Any  cash  being  held by the  Secured  Party  as  Pledged
Property and all cash proceeds received by the Secured Party in respect of, sale
of,  collection  from, or other  realization upon all or any part of the Pledged
Property shall be applied as follows:

                           (i) to the  payment of all  amounts  due the  Secured
Party for the  expenses  reimbursable  to it hereunder or owed to it pursuant to
Section 8.3 hereof;

                           (ii) to the payment of the  Obligations  then due and
unpaid.

                           (iii) the  balance,  if any, to the person or persons
entitled thereto, including, without limitation, the Company.

                  (c) In  addition to all of the rights and  remedies  which the
Secured Party may have pursuant to this Agreement,  the Secured Party shall have
all of the rights and remedies provided by law,  including,  without limitation,
those under the Uniform Commercial Code.

                           (i) If the Company fails to pay such amounts due upon
the  occurrence  of an Event of Default  which is  continuing,  then the Secured
Party may institute a judicial  proceeding for the collection of the sums so due
and unpaid,  may prosecute  such  proceeding to judgment or final decree and may
enforce the same against the Company and collect the monies  adjudged or decreed
to be payable in the manner  provided  by law out of the  property  of  Company,
wherever  situated.  The Secured Party may proceed  against the Company  without
proceeding first against any other party,  including,  without  limitation,  the
Parent.

                           (ii) The  Company  agrees that it shall be liable for
any  reasonable  fees,  expenses  and costs  incurred  by the  Secured  Party in
connection  with  enforcement,  collection and  preservation  of the Transaction
Documents,  including,  without limitation,  reasonable legal fees and expenses,
and such amounts  shall be deemed  included as  Obligations  secured  hereby and
payable as set forth in Section 8.3 hereof.

         Section 5.3.      Proofs of Claim.

                  In  case  of the  pendency  of any  receivership,  insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relating to the Company or the property of the Company
or of such other obligor or its creditors,  the Secured Party  (irrespective  of
whether the Obligations shall then be due and payable as therein expressed or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to the rights of Previous Security Holders, shall be entitled and empowered,  by
intervention in such proceeding or otherwise:

                                      -5-
<PAGE>

                           (i) to file and prove a claim for the whole amount of
the  Obligations  and to file such other papers or documents as may be necessary
or advisable  in order to have the claims of the Secured  Party  (including  any
claim for the  reasonable  legal fees and  expenses and other  expenses  paid or
incurred by the  Secured  Party  permitted  hereunder  and of the Secured  Party
allowed in such judicial proceeding), and

                           (ii) to  collect  and  receive  any  monies  or other
property  payable or  deliverable on any such claims and to distribute the same;
and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
the Secured  Party to make such  payments to the Secured Party and, in the event
that the Secured Party shall consent to the making of such payments  directed to
the Secured  Party,  to pay to the Secured Party any amounts for expenses due it
hereunder.

         Section 5.4.      Duties Regarding Pledged Property.

         The Secured Party shall have no duty as to the collection or protection
of the Pledged  Property or any income thereon or as to the  preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS

         The Company  covenants and agrees that,  from the date hereof and until
the  Obligations  have been fully paid and  satisfied,  unless the Secured Party
shall consent otherwise in writing (as provided in Section 8.4 hereof):

         Section 6.1.      Existence, Properties, Etc.

                  (a) The Company shall do, or cause to be done, all things,  or
proceed with due  diligence  with any actions or courses of action,  that may be
reasonably necessary (i) to maintain Company's due organization, valid existence
and good  standing  under  the laws of its state of  incorporation,  and (ii) to
preserve  and keep in full  force and effect all  qualifications,  licenses  and
registrations in those  jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or
cause to be done, any act impairing the Company's  corporate  power or authority
(i) to carry on the Company's business as now conducted,  and (ii) to execute or
deliver this Agreement or any other document  delivered in connection  herewith,
including,  without limitation,  any UCC-1 Financing  Statements required by the
Secured Party (which other loan instruments collectively shall be referred to as
the "Loan Instruments") to which it is or will be a party, or perform any of its
obligations  hereunder or thereunder.  For purpose of this  Agreement,  the term
"Material  Adverse  Effect"  shall  mean any  material  and  adverse  affect  as
determined by Secured Party in its reasonable  discretion,  whether individually
or in the  aggregate,  upon  (a) the  Company's  assets,  business,  operations,
properties  or  condition,  financial or  otherwise;  (b) the  Company's to make
payment  as and  when  due of all or any  part  of the  Obligations;  or (c) the
Pledged Property.

                                      -6-
<PAGE>

         Section 6.2.      Financial Statements and Reports.

         The Company shall provide the Security  Party with such  financial data
as the Secured Party may reasonably request,  within a reasonable time after any
such request, including, without limitation the following financial data:

                  (a) The  balance  sheet of the Company as of the close of each
fiscal year,  the statement of earnings and retained  earnings of the Company as
of the close of such fiscal  year,  and  statement of cash flows for the Company
for such fiscal year,  all in reasonable  detail,  prepared in  accordance  with
generally accepted accounting principles consistently applied,  certified by the
chief  executive and chief  financial  officers of the Company as being true and
correct  and  accompanied  by a  certificate  of the chief  executive  and chief
financial officers of the Company,  stating that the Company has kept, observed,
performed and fulfilled each covenant,  term and condition of this Agreement and
the other Loan Instruments  during such fiscal year and that no Event of Default
hereunder has occurred and is continuing, or if an Event of Default has occurred
and is  continuing,  specifying  the nature of same,  the period of existence of
same and the action the Company proposes to take in connection therewith;

                  (b) A  balance  sheet of the  Company  as of the close of each
month, and statement of earnings and retained  earnings of the Company as of the
close of such month,  all in reasonable  detail,  and prepared  substantially in
accordance with generally accepted accounting  principles  consistently applied,
certified by the chief executive and chief financial  officers of the Company as
being true and correct; and

                  (c)  Copies  of  all  accountants'  reports  and  accompanying
financial  reports  submitted  to the  Company  by  independent  accountants  in
connection with each annual examination of the Company.

         Section 6.3.      Accounts and Reports.

         The  Company  shall  maintain  a  standard   system  of  accounting  in
accordance with generally accepted accounting  principles  consistently  applied
and provide, at its sole expense, to the Secured Party the following:

                  (a) as  soon  as  available,  a copy of any  notice  or  other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets
and properties,  received  respecting any of the  indebtedness of the Company in
excess of $50,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $50,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

                  (b)  within  fifteen  (15)  days  after  the  making  of  each
submission or filing, a copy of any report, financial statement, notice or other
document,  whether  periodic or otherwise,  submitted to the shareholders of the
Company, or submitted to or filed by the Company with any governmental authority


                                      -7-
<PAGE>

nvolving  or  affecting  (i) the  Company  that could  have a Material  Adverse
Effect;  (ii) the Obligations;  (iii) any part of the Pledged Property;  or (iv)
any of the transactions contemplated in this Agreement or the Loan Instruments.

         Section 6.4.      Maintenance of Books and Records; Inspection.

         The  Company  shall  maintain  its  books,   accounts  and  records  in
accordance with generally accepted accounting  principles  consistently applied,
and permit the Secured Party,  its officers and employees and any  professionals
designated by the Secured Party in writing, at any time to visit and inspect any
of  its  properties  (including  but  not  limited  to the  collateral  security
described in the Transaction  Documents and/or the Loan Instruments),  corporate
books and financial records,  and to discuss its accounts,  affairs and finances
with any employee, officer or director thereof.

         Section 6.5.      Maintenance and Insurance.

                  (a) The Company shall maintain or cause to be  maintained,  at
its own expense,  all of its assets and  properties  in good  working  order and
condition,  subject to  ordinary  wear and tear,  making all  necessary  repairs
thereto and renewals and replacements thereof.

                  (b) The Company shall maintain or cause to be  maintained,  at
its  own  expense,   insurance  in  form,   substance  and  amounts   (including
deductibles),  which the Company  deems  reasonably  necessary to the  Company's
business, (i) adequate to insure all assets and properties of the Company, which
assets and properties are of a character  usually  insured by persons engaged in
the same or similar business against loss or damage resulting from fire or other
risks included in an extended coverage policy; (ii) against public liability and
other tort claims that may be incurred by the Company;  (iii) as may be required
by the Transaction  Documents  and/or the Loan Instruments or applicable law and
(iv) as may be  reasonably  requested  by  Secured  Party,  all  with  adequate,
financially sound and reputable insurers.

         Section 6.6.      Contracts and Other Collateral.

         The Company shall perform all of its obligations  under or with respect
to each instrument,  receivable,  contract and other intangible  included in the
Pledged  Property  to which the Company is now or  hereafter  will be party on a
timely basis and in the manner therein required,  including, without limitation,
this Agreement.

         Section 6.7.      Defense of Collateral, Etc.

         The Company  shall defend and enforce its right,  title and interest in
and to any part of: (a) the Pledged Property; and (b) if not included within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse Effect,  the Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely  basis to the full extent  permitted by
applicable law.

                                      -8-
<PAGE>

         Section 6.8.      Payment of Debts, Taxes, Etc.

         The Company shall pay, or cause to be paid, all of its indebtedness and
other liabilities and perform, or cause to be performed,  all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged,  all taxes, assessments and other governmental charges
and levies  imposed upon it, upon any of its assets and  properties on or before
the last day on which the same may be paid without  penalty,  as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise) as and when due.

         Section 6.9.      Taxes and Assessments; Tax Indemnity.

         The Company  shall (a) file all tax returns and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

         Section 6.10.     Compliance with Law and Other Agreements.

         The Company shall  maintain its business  operations and property owned
or used in connection  therewith in compliance with (a) all applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.

         Section 6.11.     Notice of Default.

         The  Company  shall give  written  notice to the  Secured  Party of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents or any other Loan  Instrument  or any other  agreement of
Company for the payment of money, promptly upon the occurrence thereof.

         Section 6.12.     Notice of Litigation.

         The Company shall give notice, in writing,  to the Secured Party of (a)
any actions,  suits or  proceedings  wherein the amount at issue is in excess of
$50,000,  instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute,  not resolved  within  fifteen (15)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

                                      -9-
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                                   ARTICLE 7.

                               NEGATIVE COVENANTS

         The Company  covenants and agrees that,  from the date hereof until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

         Section 7.1.      Liens and Encumbrances.

         The Company  shall not  directly or  indirectly  make,  create,  incur,
assume or permit to exist any assignment,  transfer, pledge, mortgage,  security
interest or other lien or  encumbrance  of any nature in, to or against any part
of the Pledged Property or of the Company's  capital stock, or offer or agree to
do so,  or own or  acquire  or agree to  acquire  any asset or  property  of any
character  subject  to  any  of  the  foregoing   encumbrances   (including  any
conditional sale contract or other title retention agreement), or assign, pledge
or in any way  transfer  or  encumber  its right to receive  any income or other
distribution or proceeds from any part of the Pledged  Property or the Company's
capital stock; or enter into any sale-leaseback financing respecting any part of
the Pledged Property as lessee, or cause or assist the inception or continuation
of any of the foregoing.

         Section 7.2.      Articles, By-Laws, Mergers, Consolidations,
                           Acquisitions and Sales.

         Without the prior express written  consent of the Secured Party,  which
consent shall not be unreasonably withheld, the Company shall not: (a) Amend its
Articles  of  Incorporation   or  By-Laws;   (b)  be  a  party  to  any  merger,
consolidation or corporate reorganization, (c) purchase or otherwise acquire all
or  substantially  all of the  assets or stock of, or any  partnership  or joint
venture  interest  in, any other  person,  firm or entity,  (d) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets,  nor (e)  create  any  subsidiaries  nor convey any of its assets to any
subsidiary in excess of $200,000 in the aggregate.

         Section 7.3.      Management, Ownership.

         The Company shall not materially change its ownership,  executive staff
or  management  without  the prior  written  consent of the Secured  Party.  The
ownership, executive staff and management of the Company are material factors in
the Secured Party's willingness to institute and maintain a lending relationship
with the Company.

         Section 7.4.      Dividends, Etc.

         Except for  dividends  payable to the  Parent,  the  Company  shall not
declare or pay any dividend of any kind, in cash or in property, on any class of
its capital stock, nor purchase,  redeem,  retire or otherwise acquire for value
any  shares of such  stock,  nor make any  distribution  of any kind in  respect
thereof,  nor make any return of capital to shareholders,  nor make any payments
in respect of any pension,  profit  sharing,  retirement,  stock  option,  stock
bonus,  incentive  compensation or similar plan (except as required or permitted
hereunder),  without  the prior  written  consent of the  Secured  Party,  which
consent shall not be unreasonably withheld.

                                      -10-
<PAGE>

         Section 7.5.      Conduct of Business.

         The Company will  continue to engage,  in an efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

         Section 7.6.      Places of Business.

         The  location of the  Company's  chief place of business is 17951 Lyons
Circle, Huntington Beach, CA 92647. The Company shall not change the location of
its chief place of  business,  chief  executive  office or any place of business
disclosed  to the  Secured  Party or move any of the Pledged  Property  from its
current  location  without  thirty (30) days prior written notice to the Secured
Party in each instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS

         Section 8.1.      Notices.

         All notices or other  communications  required or permitted to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:

If to the Secured Party:     Cornell Capital Partners, LP
                             101 Hudson Street, Suite 3700
                             Jersey City, New Jersey 07302
                             Attention: Mark Angelo
                             Portfolio Manager
                             Telephone: (201) 986-8300
                             Facsimile: (201) 985-8266

With copy to:                David Gonzalez, Esq.
                             101 Hudson Street, Suite 3700
                             Jersey City, NJ 07302
                             Telephone: (201) 985-8300
                             Facsimile: (201) 985-8266

                                      -11-
<PAGE>

And if to the Company:       Sapphire Consulting Services
                             17951 Lyons Circle
                             Huntington Beach, CA 92647
                             Attention:       Robert A. Steele
                             Telephone:       (714) 848-7741
                             Facsimile:       (714) 848-7701

With a copy to:              Sichenzia Ross Friedman Ference, LLP
                             1065 Avenue of the Americas
                             New York, NY 10018
                             Attention:       Greg Sichenzia, Esq.
                             Telephone:       (212) 93-9700
                             Facsimile:       (212) 930-9725

         Any party may change its  address by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

         Section 8.2.      Severability.

         If  any  provision  of  this   Agreement   shall  be  held  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and shall not in any manner affect or render invalid or  unenforceable
any other  severable  provision of this  Agreement,  and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.

         Section 8.3.      Expenses.

         In the  event of an  Event  of  Default,  the  Company  will pay to the
Secured  Party the  amount of any and all  reasonable  expenses,  including  the
reasonable  fees and expenses of its counsel,  which the Secured Party may incur
in connection with: (i) the custody or preservation of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

         Section 8.4.      Waivers, Amendments, Etc.

         The Secured  Party's delay or failure at any time or times hereafter to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

                                      -12-
<PAGE>

         Section 8.5.      Continuing Security Interest.

         This  Agreement  shall  create a  continuing  security  interest in the
Pledged Property and shall: (i) remain in full force and effect until payment in
full of the Obligations; and (ii) be binding upon the Company and its successors
and heirs and (iii) inure to the benefit of the Secured Party and its successors
and assigns.  Upon the payment or satisfaction in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

         Section 8.6.      Independent Representation.

         Each party hereto  acknowledges  and agrees that it has received or has
had the opportunity to receive  independent  legal counsel of its own choice and
that it has been sufficiently  apprised of its rights and responsibilities  with
regard to the substance of this Agreement.

         Section 8.7.      Applicable Law:  Jurisdiction.

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of conflict
of laws.  The parties  further agree that any action between them shall be heard
in Hudson County,  New Jersey,  and expressly  consent to the  jurisdiction  and
venue of the  Superior  Court of New  Jersey,  sitting in Hudson  County and the
United States  District  Court for the District of New Jersey sitting in Newark,
New Jersey for the  adjudication of any civil action  asserted  pursuant to this
Paragraph.

         Section 8.8.      Waiver of Jury Trial.

         AS A  FURTHER  INDUCEMENT  FOR THE  SECURED  PARTY TO ENTER  INTO  THIS
AGREEMENT AND TO MAKE THE FINANCIAL  ACCOMMODATIONS TO THE COMPANY,  THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY
WAY TO THIS  AGREEMENT  AND/OR  ANY  AND ALL  OTHER  DOCUMENTS  RELATED  TO THIS
TRANSACTION.

         Section 8.9.      Entire Agreement.

         This Agreement  constitutes the entire  agreement among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -13-
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                          COMPANY:
                          SAPPHIRE CONSULTING SERVICES

                          By: /s/ ROBERT A. STEELE
                              ------------------------------------------
                          Name: Robert Steele
                          Title:   President and Chief Executive Officer


                          SECURED PARTY:
                          CORNELL CAPITAL PARTNERS, LP

                          By:      Yorkville Advisors, LLC
                          Its: General Partner

                          By: /s/ MARK ANGELO
                              ------------------------------------------
                          Name: Mark Angelo
                          Title: Portfolio Manager


                                      -14-
<PAGE>



                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY


         For the purpose of securing prompt and complete payment and performance
by the  Company  of all of the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:


                  (a) all goods of the Company,  including,  without limitation,
machinery,  equipment, furniture,  furnishings,  fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of every  kind and  description,  now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and proceeds thereof,  arising from the sale or disposition  thereof,  and where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;


                  (b) all inventory of the Company,  including,  but not limited
to, all goods, wares,  merchandise,  parts, supplies,  finished products,  other
tangible  personal  property,  including such inventory as is temporarily out of
Company's  custody or possession  and including any returns upon any accounts or
other  proceeds,  including  insurance  proceeds,  resulting  from  the  sale or
disposition of any of the foregoing;


                  (c)  all  contract  rights  and  general  intangibles  of  the
Company,  including,  without limitation,  goodwill,  trademarks,  trade styles,
trade  names,  leasehold  interests,  partnership  or joint  venture  interests,
patents and patent applications,  copyrights, deposit accounts whether now owned
or hereafter created;


                  (d) all documents, warehouse receipts, instruments and chattel
paper of the Company whether now owned or hereafter created;


                  (e) all accounts and other  receivables,  instruments or other
forms of obligations and rights to payment of the Company  (herein  collectively
referred  to as  "Accounts"),  together  with the  proceeds  thereof,  all goods
represented  by such  Accounts  and all such goods that may be  returned  by the
Company's  customers,  and  all  proceeds  of any  insurance  thereon,  and  all
guarantees,  securities  and liens which the Company may hold for the payment of
any such  Accounts  including,  without  limitation,  all rights of  stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will be bona  fide and  existing
obligations of its respective customers, arising out of the sale of goods by the
Company in the ordinary course of business;


                  (f) to the  extent  assignable,  all of the  Company's  rights
under all present and future  authorizations,  permits,  licenses and franchises
issued or granted in connection with the operations of any of its facilities;


                  (g) all products and proceeds (including,  without limitation,
insurance proceeds) from the above-described Pledged Property.


                                      A-1