FORM OF SECURITY AGREEMENT

                               SECURITY AGREEMENT

         THIS SECURITY  AGREEMENT (this "Agreement") is made and entered into as
of July ___, 1998, by DIMENSIONAL VISIONS  INCORPORATED,  a Delaware corporation
("Borrower"),  whose chief executive office is located at 2301 W. Dunlap Avenue,
Suite 207, Phoenix, Arizona 85021, for the benefit of the holders (collectively,
"Lender") of the Borrower's  Series A 12%  Convertible  Secured  Debentures (the
"Debentures").

1. SECURITY INTEREST

         1.1 COLLATERAL.  Borrower  hereby grants to Lender a security  interest
(the  "Security  Interest")  in the  property,  or  interests  in  property,  of
Borrower,  whether now owned or existing  or  hereafter  acquired or arising and
wherever located (collectively, the "Collateral"), as set forth below:

                  (a) All contract rights,  leases,  documents of title, deposit
accounts, certificates of deposit, and general intangibles;

                  (b) The Note  dated  September  25,  1997  payable  by DataNet
Enterprises,  LLC, a Texas limited  liability  company to InfoPak,  Inc., in the
original  principal  amount of $410,000,  as amended,  by Addendum No. 1 thereto
dated __________,  199___,  and Addendum No. 2 thereto dated March 11, 1998 (the
"InfoPak Note");

                  (c)  All  inventory,   including,   without  limitation,   raw
materials,  work-in-process,  or  materials  used or consumed in the business of
Borrower,  whether in the possession of Borrower,  warehouseman,  bailee, or any
other person or entity;

                  (d) All machinery, furniture, fixtures, and other equipment;

                  (e) All negotiable and nonnegotiable documents of title;

                  (f) All monies,  securities or other property now or hereafter
in the  possession  of or on deposit with  Lender,  whether held in a general or
special  account of  deposit,  including,  without  limitation,  any  account or
deposit  held  jointly  by  Borrower  with any other  person or  entity,  or for
safekeeping or otherwise, except to the extent specifically prohibited by law;

                  (g) All rights under  contracts  of insurance  covering any of
the above-described property;
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                  (h)  All  attachments,  accessions,  tools,  parts,  supplies,
increases and additions to, and all replacements of and substitutions for any of
the above-described property;

                  (i)  All  products  of any of  the  above-described  property,
including any products evidenced by a note or other instrument;

                  (j)  All  proceeds  of any of  the  above-described  property,
including any proceeds evidenced by a note or other instrument; and

                  (k)  All  books  and   records   pertaining   to  any  of  the
above-described property,  including,  without limitation, any computer readable
memory and any  computer  hardware or software  necessary to process such memory
(collectively, the "Books and Records").

         1.2 EXCLUSIONS  FROM  COLLATERAL.  Notwithstanding  the foregoing,  the
Collateral shall not include any accounts, receivables,  chattel paper, or other
rights to payment,  except as specifically  provided in SECTION 1.1. hereof, nor
shall the Collateral include any of the assets or common stock of InfoPak, Inc.,
except the Note described in SECTION1.1 HEREOF.

2. SECURED OBLIGATIONS

         The  Collateral  shall secure,  in such order of priority as Lender may
elect, the following (collectively, the "Secured Obligations"):

                  (a) payment and  performance  of all  obligations  of Borrower
under the terms of the Debentures, together with all extensions,  modifications,
substitutions, or renewals thereof, or other advances made thereunder; and

                  (b) payment and performance of every obligation,  covenant and
agreement of Borrower contained in this Agreement, together with all extensions,
modifications, substitutions, or renewals hereof.

Unless Borrower shall have otherwise agreed in writing, the Secured Obligations,
for purposes of this Agreement,  shall not include  "consumer credit" subject to
the  disclosure  requirements  of  the  Federal  Truth  in  Lending  Act  or any
regulations promulgated thereunder.

3. REPRESENTATIONS AND WARRANTIES OF BORROWER

         Borrower hereby represents and warrants to Lender that:

         3.1 USE. The  Collateral  is or will be used or produced  primarily for
business purpose of Borrower.

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         3.2 LOCATION. The Collateral,  including, without limitation, the Books
and  Records  will be kept at the  facilities  of  Borrower  at 2301 West Dunlap
Avenue,  Suite 201,  Phoenix,  Arizona 85021,  except for the InfoPak Note which
shall be held by Capital West Investment  Group ("Capital West") or an affiliate
of Capital West for the benefit of Lender,  or any agent designated by Lender to
hold the InfoPak Note.

         3.3 BUSINESS NAMES.  Borrower does not do business under any name other
than Dimensional Visions Incorporated.

         3.4 OTHER  AGREEMENTS.  The  execution,  delivery  and  performance  by
Borrower of this Agreement and all other documents and  instruments  relating to
the Secured  Obligations will not result in any material breach of the terms and
conditions  or  constitute a material  default under any agreement or instrument
under  which  Borrower is a party or is  obligated.  Borrower is not in material
default  in the  performance  or  observance  of any  covenants,  conditions  or
provisions of any such agreement or instrument.

         3.5 PRIORITY. The Security Interest in the Collateral granted to Lender
constitutes,  and  hereafter  will  constitute,  a  security  interest  of first
priority,  except with  respect to any liens  existing as of the date hereof and
except  for  any  purchase  money  security   interests  as  defined  in  A.R.S.
ss.47-9312.

         3.6 AUTHORITY.  Borrower has the full power,  authority and legal right
to grant to Lender the Security Interest, and no further consent, authorization,
approval,  or other action is required for the grant of the Security Interest or
for Lender's exercise of its rights and remedies under this Agreement, except as
may be required in connection  with the sale of the  Collateral by Lender by the
laws affecting the offering and sale of securities.

         3.7 CHIEF  EXECUTIVE  OFFICE.  The address of Borrower set forth in the
preamble of this Agreement is the chief executive office of Borrower.

         3.8  OBLIGORS.  To the  knowledge of Borrower,  each  account,  chattel
paper,  instrument,  or general intangible included in the Collateral is genuine
and enforceable in accordance with its terms against the party named therein who
is obligated to pay the same  ("Obligor"),  and the security  interests that are
part of each item of chattel paper included in the Collateral are valid security
interests. To the knowledge of Borrower, each Obligor is solvent, and the amount
that Borrower has  represented  to Lender as owing by each Obligor is the amount
actually and unconditionally owing by that Obligor, without deduction except for
normal cash discounts where applicable. To the knowledge of Borrower, no Obligor
has any material  defense,  setoff,  claim or  counterclaim of a material nature
against  Borrower that can be asserted  against Lender whether in any proceeding
to enforce the Security  Interest or  otherwise.  To the  knowledge of Borrower,
each document,  

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instrument  and chattel paper included in the Collateral is complete and regular
on its face and free from evidence of forgery or alteration. To the knowledge of
Borrower,  no material  default has occurred in connection  with any instrument,
document  or chattel  paper  included in the  Collateral.  To the  knowledge  of
Borrower,  no material  payment in  connection  therewith  is overdue and to the
knowledge  of  Borrower,  no  presentment,  dishonor or protest has  occurred in
connection therewith.

4. COVENANTS OF BORROWER

         4.1 TRANSFERS.  Borrower shall not sell, transfer,  assign or otherwise
dispose of any Collateral or any interest  therein (except as permitted  herein)
without  obtaining  the  prior  written  consent  of Lender  and shall  keep the
Collateral  free of all  security  interests  or other  encumbrances  except the
Security Interest, except any liens existing as of the date hereof and any liens
junior to the Security Interest.  Although proceeds of Collateral are covered by
this Agreement,  this shall not be construed to mean that Lender consents to any
sale or other transfers of the Collateral.

         4.2  MAINTENANCE.  Borrower  shall keep and maintain the  Collateral in
good  condition and repair and shall not use the  Collateral in violation of any
provision of this Agreement or any applicable  statute,  ordinance or regulation
or any policy of insurance insuring the Collateral.

         4.3  INSURANCE.  Borrower  shall  provide  and  maintain  insurance  in
accordance with its customary practices.

         4.4  PAYMENTS  OF  CHARGES.  Borrower  shall  pay when  due all  taxes,
assessments  and other  charges  which may be levied  or  assessed  against  the
Collateral.

         4.5 FIXTURES AND ACCESSIONS.  Borrower shall prevent any portion of the
Collateral  that is not a fixture  from being or  becoming  a fixture  and shall
prevent any portion of the  Collateral  from being or becoming an  accession  to
other goods that are not part of the Collateral.

         4.6 POSSESSION BY LENDER. Borrower, upon demand, shall promptly deliver
to  Lender  all  instruments,  documents  and  chattel  paper  included  in  the
Collateral.  Borrower shall notify Lender immediately of any material default by
any Obligor in the payment or performance of its obligations with respect to any
Collateral,  upon Borrower obtaining actual knowledge of such default. Borrower,
without  Lender's  prior  written  consent,  shall not make or agree to make any
material  alteration,  modification or cancellation of, or substitution  for, or
credit, adjustment or allowance on, any Collateral.

         4.7 NOTICE TO LENDER. Borrower shall give Lender 45 days' prior written
notice of any change:  (i) in the location of any of the facilities of Borrower;
(ii) in the location of the Collateral, including, without limitation, the Books
and Records; or (iii) of the names under which it does business.

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         4.8  INSPECTIONS.  Lender or its agents may inspect the  Collateral  at
reasonable  times and may enter into any premises where the Collateral is or may
be  located.  Borrower  shall  keep the Books and  Records  in  accordance  with
generally  accepted  accounting  principles,  to the extent  applicable.  Unless
waived  in  writing  by  Lender,  Borrower  shall,  when  applicable,  mark  the
Collateral,  including,  without limitation,  the Books and Records, to indicate
the Security  Interest.  Lender shall have free and complete access to the Books
and  Records  and shall  have the  right to make  extracts  therefrom  or copies
thereof. Upon the reasonable request of Lender from time to time, Borrower shall
submit up-to-date schedules of the accounts receivable comprising the Collateral
in such  detail as Lender may  reasonably  require  and shall  deliver to Lender
confirming  specific  assignments  of all accounts,  instruments,  documents and
chattel paper included in such accounts receivable.  After the occurrence of any
Event of Default (as defined below), upon the request of Lender,  Borrower shall
submit  up-to-date  schedules of inventory  comprising  the  Collateral  in such
detail as Lender may reasonably require.

         4.9 DEFENSE OF  COLLATERAL.  Borrower,  at its cost and expense,  shall
protect and defend this Agreement,  all of the rights of Lender  hereunder,  and
the  Collateral  against  all claims and  demands of other  parties,  including,
without limitation,  defenses, setoffs, claims and counterclaims asserted by any
Obligor  against  Borrower  and/or  Lender.  Borrower  shall pay all  claims and
charges that in the  reasonable  opinion of Lender might  prejudice,  imperil or
otherwise  affect  the  Collateral  or the  Security  Interest.  Borrower  shall
promptly notify Lender of any levy,  distraint or other seizure by legal process
or otherwise of any part of the Collateral and of any threatened or filed claims
or  proceedings  that  might  in any way  affect  or  impair  the  terms of this
Agreement.

         4.10 PERFECTION OF SECURITY  INTEREST.  The Security  Interest,  at all
times,  shall be  perfected  and except as  otherwise  agreed by Lender shall be
prior to any other interests in the  Collateral.  Borrower shall act and perform
as  necessary  and shall  execute and file all  security  agreements,  financing
statements,  continuation  statements and other documents requested by Lender to
establish,  maintain and continue the perfected Security Interest.  Borrower, on
written demand,  shall promptly pay all reasonable  costs and expenses of filing
and  recording,  including,  without  limitation,  the  reasonable  costs of any
searches,  deemed  necessary  by  Lender  from  time to time  to  establish  and
determine the validity and the continuing priority of the Security Interest.

         4.11  PAYMENT OF CHARGES.  Except with respect to any payment less than
$25,000 other than for income taxes or payroll  taxes,  if Borrower fails to pay
any  taxes,  assessments,  expenses  or  charges,  or  fails  to keep all of the
Collateral free from other security interests, encumbrances or claims except for
Permitted  Liens,  or fails to keep the Collateral in good condition and repair,
or fails to procure and maintain insurance  thereon,  or to perform otherwise as
required  herein,  Lender may advance the monies  necessary to pay the same,  to
accomplish  such  repairs,  to procure  and  maintain  such  insurance  or to so
perform.  Lender  is  hereby  authorized  to  enter  upon  any  property  in the
possession or control of Borrower for such purposes.

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         4.12 RIGHTS AND POWERS. Any actions of Lender hereunder may be taken by
the  holders of the  Debentures  owning the  majority in  outstanding  principal
amount of the  Debentures,  or any agent acting on their  behalf.  The costs and
expenses of any agent appointed by Lender, including any agent appointed to hold
the InfoPak Note, shall be borne by Borrower.  All rights,  powers, and remedies
granted  Lender  herein,  or  otherwise  available  to Lender,  are for the sole
benefit and protection of Lender, and Lender may exercise any such right, power,
or remedy at its  option and in its sole and  absolute  discretion  without  any
obligation to do so. In addition, if under the terms hereof, Lender is given two
or more  alternative  courses of action,  Lender  may elect any  alternative  or
combination  of  alternatives  at  its  option  and  in its  sole  and  absolute
discretion. All monies advanced by Lender under the terms hereof and all amounts
paid,  suffered,  or  incurred by Lender in  exercising  any  authority  granted
herein,  including,  without  limitation,  reasonable  attorneys' fees, shall be
added to the Secured Obligations, shall be secured by the Collateral, shall bear
interest at the highest rate payable on any of the  Debentures  until paid,  and
shall be due and payable by Borrower to Lender immediately without demand.

5.  NOTIFICATION  AND PAYMENTS;  COLLECTION OF COLLATERAL;  USE OF COLLATERAL BY
    BORROWER

         5.1 NOTICE TO OBLIGORS.  Lender,  after the  occurrence of any Event of
Default,  and without notice to Borrower,  may notify any or all Obligors of the
existence  of the  Security  Interest  and may direct the  Obligors  to make all
payments on the Collateral to Lender.  Until Lender has notified the Obligors to
remit  payments  directly to it,  Borrower,  at Borrower's own cost and expense,
shall  collect or cause to be  collected  the  accounts and monies due under the
accounts,  documents,  instruments  and general  intangibles  or pursuant to the
terms of the chattel paper.  Lender shall not be liable or  responsible  for any
embezzlement, conversion, negligence or default by Borrower or Borrower's agents
with respect to such  collections.  All agents used in such collections shall be
agents of Borrower and not agents of Lender.  Unless Lender notifies Borrower in
writing  that it  waives  one or  more of the  requirements  set  forth  in this
sentence,  any payments or other  proceeds of  Collateral  received by Borrower,
after notification to Obligors, shall be held by Borrower in trust for Lender in
the same form in which  received,  shall not be  commingled  with any  assets of
Borrower and shall be turned over to Lender not later than the next business day
following  the day of receipt.  All  payments and other  proceeds of  Collateral
received  by Lender  directly or from  Borrower  shall be applied to the Secured
Obligations  in such order and  manner  and at such time as Lender,  in its sole
discretion, shall determine.

         5.2 COLLECTION. Lender, after the occurrence of an Event of Default and
without  notice to  Borrower,  may  demand,  collect  and sue on the  Collateral
(either  in  Borrower's  or  Lender's  name),  enforce,  compromise,  settle  or
discharge  the  Collateral  and  endorse  Borrower's  name  on any  instruments,
documents, or chattel paper included in or pertaining to the Collateral.

         5.3 USE OF  COLLATERAL.  Until the  occurrence  of an Event of Default,
Borrower  may:  (i)  use,  consume,  and  sell  any  inventory  included  in the
Collateral  in any lawful manner in the 

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ordinary  course of  Borrower's  business  provided  that all sales  shall be at
commercially reasonable prices; (ii) make all transfers permitted by SECTION 4.1
hereof;  and (iii)  subject  to  SECTION  5.1 and  SECTION  5.2  hereof,  retain
possession of any other  Collateral  and use it in any lawful manner  consistent
with this Agreement.

6. COLLATERAL IN THE POSSESSION OF LENDER

         6.1 CARE. Lender shall use such reasonable care in handling, preserving
and protecting  the Collateral in its possession as it uses in handling  similar
property for its own account.  Lender,  however, shall have no liability for the
loss, destruction or disappearance of any Collateral unless there is affirmative
proof of a lack of due care.  A lack of due care shall not be implied  solely by
virtue of any loss, destruction, or disappearance.

         6.2  PRESERVATION OF COLLATERAL.  Borrower shall be solely  responsible
for taking any and all actions to preserve  rights against all Obligors.  Lender
shall not be obligated to take any such actions whether or not the Collateral is
in Lender's possession.  Borrower waives presentment and protest with respect to
any instrument included in the Collateral on which Borrower is in any way liable
and waives notice of any action taken by Lender with respect to any  instrument,
document,  or chattel paper included in any Collateral that is in the possession
of Lender.

7. EVENTS OF DEFAULT; REMEDIES

         7.1 EVENTS OF DEFAULT. The occurrence of any of the following events or
conditions shall constitute an "Event of Default":

                  (i) Any failure to pay any  principal or interest or any other
         part of the  Secured  Obligations  when the same  shall  become due and
         payable.

                  (ii)  Borrower  shall  breach  any  warranty,  representation,
         covenant, or agreement made herein.

                  (iii)  Any  warranty,  representation,  or  statement  made or
         furnished  to Lender by or on behalf of  Borrower  shall  prove to have
         been  false  or  misleading  in  any  material  respect  when  made  or
         furnished.

                  (iv) The  abandonment  by  Borrower  of all or any part of the
         Collateral with a value in excess of $25,000.

                  (v) The loss,  theft,  or destruction  of, or any  substantial
         damage  to,  in  excess  of  $25,000  in  amount,  any  portion  of the
         Collateral, that is not adequately covered by insurance.

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                  (vi) The  occurrence of a Default or an Event of Default under
         and as defined in the Debentures.

         7.2 REMEDIES.  Upon the occurrence of any Event of Default,  and at any
time while such Event of Default is continuing,  Lender shall have the following
rights and remedies and may do one or more of the following:

                  (i) Declare all or any part of the Secured  Obligations  to be
         immediately due and payable,  and the same, with all costs and charges,
         shall be collectible thereupon by action at law.

                  (ii)  Without  further  notice or  demand  and  without  legal
         process, take possession of the Collateral wherever found and, for this
         purpose,  enter  upon any  property  occupied  by or in the  control of
         Borrower.   Borrower,   upon  demand  by  Lender,  shall  assemble  the
         Collateral and deliver it to Lender or to a place  designated by Lender
         that is reasonably convenient to both parties.

                  (iii)  Operate the  business  of Borrower as a going  concern,
         including,  without  limitation,   extend  sales  or  services  to  new
         customers  and advance  funds for such  operation.  Lender shall not be
         liable for any depreciation,  loss, damage, or injury to the Collateral
         or other  property  of Borrower  as a result of such  action.  Borrower
         hereby waives any claim of trespass or replevin  arising as a result of
         such action.

                  (iv) Pursue any legal or equitable remedy available to collect
         the  Secured  Obligations,  to  enforce  its  title  in  and  right  to
         possession of the Collateral and to enforce any and all other rights or
         remedies available to it.

                  (v) Upon  obtaining  possession of the  Collateral or any part
         thereof,  after  written  notice to Borrower as provided in SECTION 7.4
         hereof,  sell such  Collateral at public or private sale either with or
         without  having such  Collateral at the place of sale.  The proceeds of
         such sale, after deducting  therefrom all expenses of Lender in taking,
         storing,  repairing,  and selling the  Collateral  (including,  without
         limitation, reasonable attorneys' fees) shall be applied to the payment
         of the Secured Obligations,  and any surplus thereafter remaining shall
         be paid to  Borrower or any other  person that may be legally  entitled
         thereto.  In the event of a deficiency  between such net proceeds  from
         the  sale  of the  Collateral  and  the  total  amount  of the  Secured
         Obligations,  Borrower,  upon demand,  shall promptly pay the amount of
         such deficiency to Lender.

         7.3  PURCHASE  OF  COLLATERAL.  Lender,  so far as may be  lawful,  may
purchase all or any part of the Collateral offered at any public or private sale
made in the enforcement of Lender's rights and remedies hereunder.

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         7.4 NOTICE. Any demand or notice of sale, disposition or other intended
action  hereunder  or in  connection  herewith,  whether  required by the UCC or
otherwise,  shall be deemed to be commercially  reasonable and effective if such
demand or  notice  is given to  Borrower  at least 10 days  prior to such  sale,
disposition  or other intended  action,  in the manner  provided  herein for the
giving of notices.

         7.5 COSTS AND EXPENSES.  Borrower  shall pay all  reasonable  costs and
expenses of Lender, including,  without limitation,  costs of uniform commercial
code searches, court costs and reasonable attorneys' fees, incurred by Lender in
enforcing  payment and  performance of the Secured  Obligations or in exercising
the rights and  remedies  of Lender  hereunder.  All such  reasonable  costs and
expenses  shall be secured  by this  Agreement  and by other  lien and  security
documents  securing  the  Secured  Obligations.   In  the  event  of  any  court
proceedings,  court costs and attorneys'  fees shall be set by the court and not
by jury and shall be included in any judgment obtained by Lender.

         7.6 ADDITIONAL  REMEDIES.  In addition to any remedies  provided herein
for an Event of Default,  Lender shall have all the rights and remedies afforded
a secured party under the UCC and all other legal and equitable remedies allowed
under  applicable  law. No failure on the part of Lender to exercise  any of its
rights  hereunder  arising  upon any  Event of  Default  shall be  construed  to
prejudice its rights upon the  occurrence  of any other or  subsequent  Event of
Default.  No delay on the part of Lender in exercising  any such rights shall be
construed to preclude it from the exercise  thereof at any time while that Event
of Default is continuing.  Lender may enforce any one or more rights or remedies
hereunder  successively or concurrently.  By accepting payment or performance of
any of the  Secured  Obligations  after its due date,  Lender  shall not thereby
waive the  agreement  contained  herein that time is of the  essence,  nor shall
Lender waive either its right to require prompt payment or performance  when due
of the remainder of the Secured Obligations or its right to consider the failure
to so pay or perform an Event of Default.

8. MISCELLANEOUS PROVISIONS

         8.1 POWER OF ATTORNEY.  Borrower hereby appoints Lender as its true and
lawful  attorney-in-fact,  with full power of  substitution to do the following:
(i) to demand, collect,  receive, receipt for, sue and recover all sums of money
or other property which may now or hereafter  become due, owing, or payable from
the  Collateral;  (ii) to  execute,  sign,  and  endorse  any  and  all  claims,
instruments,  receipts,  checks,  drafts or  warrants  issued in payment for the
Collateral;  (ii) to settle or compromise  any and all claims  arising under the
Collateral,  and,  in the place and stead of Borrower to execute and deliver its
release  and  settlement  for the claim;  (iv) to file any claim or claims or to
take any action or institute or take part in any proceedings,  either in its own
name or in the name of Borrower,  or  otherwise,  which in the sole and absolute
discretion of Lender may seem to be necessary or  advisable;  and (v) to execute
any documents necessary to perfect or continue the 

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Security  Interest.  This power is a power coupled with an interest and is given
as security for the Secured  Obligations,  and the authority hereby conferred is
and shall be  irrevocable  and  shall  remain in full  force  and  effect  until
renounced by Lender.

         8.2 INDEMNIFICATION. Borrower agrees to indemnify, defend, protect, and
hold harmless Lender,  and its affiliates and their respective  heirs,  personal
representatives,   successors,  assigns  and  shareholders  and  the  directors,
officers,  employees, agents, and attorneys of the foregoing (collectively,  the
"Indemnified  Parties") for,  from,  and against any and all other  liabilities,
obligations,  losses, damages,  penalties,  actions,  judgments,  suits, claims,
costs,  expenses, and disbursements of any kind or nature whatsoever (including,
without  limitation,  the fees and disbursements of counsel for such Indemnified
Parties  in  connection  with any  investigative,  administrative,  or  judicial
proceeding commenced or threatened,  whether or not such Indemnified Parties are
designated  parties  thereto)  that may be imposed on,  incurred by, or asserted
against the  Indemnified  Parties,  in any manner  relating to or arising out of
this  Agreement or the Debentures  (the  "Indemnified  Liabilities");  provided,
however,  that  Borrower  shall  have  no  obligation  to an  Indemnified  Party
hereunder  with  respect  to  Indemnified  Liabilities  arising  from the  gross
negligence or willful misconduct of that Indemnified Party.

         8.3 OTHER  SECURITY.  The  acceptance of this Agreement by Lender shall
not be  considered  a waiver  of or in any way to  affect  or  impair  any other
security that Lender may have,  acquire  simultaneously  herewith,  or hereafter
acquire for the payment or performance of the Secured Obligations, nor shall the
taking by Lender at any time of any such  additional  security be construed as a
waiver of or in any way to affect or impair the  Security  Interest.  Lender may
resort,  for the  payment or  performance  of the  Secured  Obligations,  to its
several securities therefor in such order and manner as it may determine.

         8.4 ACTIONS BY LENDER.  Without notice or demand, without affecting the
obligations of Borrower  hereunder,  and without affecting the Security Interest
or the priority thereof, Lender, from time to time, may: (i) extend the time for
payment of all or any part of the  Secured  Obligations,  accept a renewal  note
therefor,  reduce the payments thereon, release any person liable for all or any
part  thereof,  or otherwise  change the terms of all or any part of the Secured
Obligations; (ii) take and hold other security for the payment or performance of
the Secured Obligations and enforce, exchange, substitute,  subordinate,  waive,
or release  any such  security;  (iii) join in any  extension  or  subordination
agreement;  or  (iv)  release  any  part of the  Collateral  from  the  Security
Interest.

         8.5 WAIVERS. Borrower waives and agrees not to assert: (i) any right to
require Lender to proceed  against any guarantor,  to proceed against or exhaust
any other  security  for the  Secured  Obligations,  to pursue any other  remedy
available to Lender,  or to pursue any remedy in any particular order or manner;
(ii)  the  benefits  of  any  legal  or  equitable   doctrine  or  principle  of
marshalling;  (iii) the  benefits of any statute of  limitations  affecting  the
enforcement hereof; (iv) demand, diligence, presentment for payment, protest and
demand,  and notice of  extension,  dishonor,  protest,  demand and  nonpayment,
relating  to the Secured  Obligations;  and (v) any benefit of, and any right to
participate in, any other security now or hereafter held by Lender.

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         8.6 DEFINITIONS. All undefined capitalized terms used herein shall have
the meaning given them in the Debentures.  Otherwise the terms herein shall have
the meanings in and be construed under the UCC.

         8.7 GOVERNING LAW. This Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware,  without regard to the choice
of law rules of the State of Delaware.

         8.8  JURISDICTION  AND VENUE.  Borrower hereby expressly agrees that in
the event any actions or other legal  proceedings  are  initiated  by or against
Borrower or Lender  involving any alleged breach or failure by any party to pay,
perform or observe any sums,  obligations or covenants to be paid,  performed or
observed  by  it  under  this  Agreement,  or  involving  any  other  claims  or
allegations  arising out of the  transactions  evidenced or contemplated by this
Agreement,  regardless  of  whether  such  actions or  proceedings  shall be for
damages,  specific performance or declaratory relief or otherwise, such actions,
in the sole and absolute  discretion of Lender, may be required to be brought in
Maricopa County, Arizona; and Borrower hereby submits to the jurisdiction of the
State of Arizona for such  purposes and agrees that the venue of such actions or
proceedings shall properly lie in Maricopa County,  Arizona; and Borrower hereby
waives any and all defenses to such jurisdiction and venue.

         8.9   COUNTERPARTS.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed an original,  but such counterparts
shall together constitute but one and the same agreement.

         8.10 ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supersede all other prior  understandings,  oral or written, with respect to the
subject  matter  hereof,  and are  intended by Lender and Borrower as the final,
complete and exclusive statement of the terms agreed to by them.

         8.11 AMENDMENTS. No amendment,  modification,  change, waiver, release,
or discharge  hereof and  hereunder  shall be effective  unless  evidenced by an
instrument  in  writing  and signed by the party  against  whom  enforcement  is
sought.

         8.12 SECTION HEADINGS. The section headings set forth in this Agreement
are for convenience only and shall not have substantive  meaning hereunder or be
deemed part of this Agreement.

         8.13 TIME OF ESSENCE. Time is of the essence of this Agreement and each
and every provision hereof.

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         8.14 SEVERABILITY. If any provision hereof is invalid or unenforceable,
the other  provisions  hereof shall remain in full force and effect and shall be
liberally  construed  in  favor of  Lender  in order  to  effectuate  the  other
provisions hereof.

         8.15 BINDING NATURE. This provisions of this Agreement shall be binding
upon,  and shall inure to the benefit  of, the parties  hereto and their  heirs,
personal  representatives,  successors  and  assigns.  The term  "Lender"  shall
include not only the  original  Lender  hereunder  but also any future owner and
holder, including,  without limitation,  pledgees, of Debenture or Debentures or
note or notes evidencing the Secured  Obligations.  The provisions  hereof shall
apply to the parties  according to the context thereof and without regard to the
number or gender of words or expressions used.

         8.16  CONSTRUCTION.  This Agreement  shall be construed as a whole,  in
accordance  with its fair meaning,  and without regard to or taking into account
any  presumption or other rule of law requiring  construction  against the party
preparing this Agreement.

         8.17 CONTINUING  AGREEMENT.  This is a continuing Agreement which shall
remain in full force and effect until actual receipt by Lender of written notice
of its revocation as to future  transactions  and shall remain in full force and
effect  thereafter  until all of the  Secured  Obligations  incurred  before the
receipt of such notice, and all of the Secured  Obligations  incurred thereafter
under  commitments  extended by Lender before the receipt of such notice,  shall
have been paid and performed in full.

         8.18 NO SETOFFS BY BORROWER.  No setoff or claim that  Borrower now has
or may in the future have against  Lender shall relieve  Borrower from paying or
performing the Secured Obligations.

         8.19 NOTICES.  All notices  required or permitted to be given hereunder
shall be in accordance with provisions of the Debentures.

         8.20 COPY.  A carbon,  photographic  or other  reproduced  copy of this
Agreement and/or any financing statement relating hereto shall be sufficient for
filing and/or recording as a financing statement.

         8.21  CONFLICTS.  In the  event  any  provision  of this  Agreement  is
inconsistent  with any provisions of the  Debentures,  the provision of the Loan
Agreement shall prevail.

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         IN WITNESS  WHEREOF,  this Agreement was executed by Borrower as of the
date first set forth above.

                                          BORROWER 

                                          DIMENSIONAL VISIONS INCORPORATED,
                                          a Delaware corporation


                                          By:___________________________________
                                          Name: John D. McPhilimy
                                          Title:    President

[INSERT POWER OF ATTORNEY]  -  LOO

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