Exhibit 10.17

                           REVOLVING CREDIT AGREEMENT

     This Revolving Credit Agreement (the "Agreement") is made and entered into
by and between Vitrix, Inc. (the "Borrower") and Joseph L. Simek (the "Lender")
as of the date set forth on the last page of this Agreement.

                                ARTICLE I - LOANS

     1.1 REVOLVING CREDIT LOANS. From time to time prior to December 31, 2002 or
the earlier termination hereof (in either case the "Termination Date"), the
Borrower may borrow, repay and rebred from the Lender for working capital
purposes up to the aggregate principal amount outstanding at anyone time of Two
Hundred Thousand and 00/1 00 Dollars ($200,000.00) (the "Loan Amount"). All
revolving loans hereunder shall be evidenced by a single promissory note of the
Borrower payable to the order of the Lender in the principal amount of the Loan
Amount (the "Note"). See attached Promissory Note marked as Exhibit A. Although
the Note shall be expressed to be payable in the full Loan Amount, the Borrower
shall be obligated to pay only the amounts actually outstanding hereunder,
together with accrued interest on the outstanding balance at the rate of ten
percent (10(degree)/a) per annum, on the dates specified in the Note, and such
other charges provided for herein.

     1.2 ADVANCES AND PAVING PROCEDURE. The Lender is authorized and directed to
credit the Borrower's account with the Lender for all loans made hereunder, and
the Lender is authorized to debit such account for the amount of any principal
or interest due under the Note or other amount due hereunder on the due date
with respect thereto.

     1.3 CONDITIONS TO BORROWING. The Lender shall not be obligated to make (or
continue to make) advances hereunder unless (i) the Lender has received executed
copies of the Note and all other documents or agreements applicable to the loans
described herein, including but not limited to the documents specified in
Article III (collectively with this Agreement the "Loan Documents"), in form.
and content satisfactory to the Lender; (ii) if the loan is secured, the Lender
has received confirmation satisfactory to it that the Lender has a properly
perfected security interest, mortgage or lien, with the proper priority; (iii)
the Lender has received certified copies of the Borrower's Articles, a
certificate of good standing and all other relevant documents; (iv) the Lender
has received a certified copy of a resolution or authorization in form and
content satisfactory to the Lender authorizing the loan and all acts
contemplated by this Agreement and all related documents, and confirmation of
proper authorization of all guaranties and other acts of third parties
contemplated hereunder; (v) no default exists under this Agreement or under any
other Loan Documents, or under any other agreements by and between the Borrower
and the Lender; and (vi) all proceedings taken in connection with the
transactions contemplated by this Agreement (including any required
environmental assessments), and all instruments, authorizations and other
documents applicable thereto, shall be satisfactory to the Lender and its
counsel.

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     1.4 WARRANT. In return for entering into this Revolving Credit Agreement,
Borrower hereby grants Lender a Warrant to purchase common stock of Lender in
accordance with the terms of the Warrant to Purchase Common Stock attached
hereto as Exhibit C.

                      ARTICLE II - WARRANTIES AND COVENANTS

     During the term of this Agreement, and while any part of the credit granted
to the Lender is available or any obligations under any of the Loan Documents
arc unpaid or outstanding, the Borrower warrants and agrees as follows:

     2.1 ORGANIZATION AND AUTHORITY; LITIGATION. The Borrower is a validly
existing corporation in good standing under the laws of its state of
organization, and has all requisite power and authority, corporate and
otherwise, and possesses all licenses necessary, to conduct its business and own
is properties. The execution, delivery and performance of this Agreement and the
other Loan Documents (i) are within the Borrower's power; (ii) have been duly
authorized by proper company action; (iii) do not require the approval of any
governmental agency; and (iv) will not violate any law, agreement or restriction
by which the Borrower is bound. This Agreement and the other Loan Documents are
the legal, valid and binding obligations of the Borrower, enforceable against
the Borrower in accordance with their terms. There is no litigation or
administrative proceeding threatened or pending against the Borrower which
would, if adversely determined, have a material adverse effect on the Borrower's
financial condition or its property.

     2.2 CORPORATE EXISTENCE; BUSINESS ACTIVITIES; ASSETS. The Borrower will (i)
preserve its company existence, rights and franchises; (ii) carry on its
business activities in substantially the manner such activities are conducted as
of the date of thus Agreement; (iii) not liquidate, dissolve, merge or
consolidate with or into another entity; and (iv) not sell, lease, transfer or
otherwise dispose of all or substantially all of its assets.

     2.3 USE OF PROCEEDS: MARGIN STOCK; SPECULATION. Advances by the Lender
hereunder shall be used exclusively by the Borrower for working capital and
other regular and valid purposes. The Borrower will not use any of the loan
proceeds to purchase or carry "margin" stock (as defined in Regulation U of the
Board of Governors of the Federal Reserve System). No part of any of the
proceeds shall be used for speculative investment purposes, including, without
limitation, speculating or hedging in the commodities and/or future market,

     2.4 RESTRICTION ON INDEBTEDNESS. The Borrower will not create, incur,
assume or have outstanding any indebtedness for borrower money (including
capitalized leases) except (i) any indebtedness owing to the Lender, and (ii)
any other indebtedness outstanding on the date hereof, and shown on the
Borrower's financial statements delivered to the Lender prior to the date
hereof, provided that such other indebtedness shall not be renewed, extended or
increased.

     2.5 RESTRICTION ON LIENS: The Borrower will not create, incur, assume or
permit to exist any mortgage, pledge, encumbrance or other lien or levy upon or
security interest in any of the Borrower's property now owned or hereafter
acquired, except (i) taxes and assessments which are

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either not delinquent or which are being contested in good faith with adequate
reserves provided; (ii) casements, restrictions and minor title irregularities
which do not, as a practical matter, have an adverse effect upon the ownership
and use of the affected property; (iii) liens in favor OF the Lender; and (iv)
other liens disclosed in writing to the Lender prior to the date hereof

     2.6 RESTRICTION ON CONTINENT LIABILITIES. The Borrower will not guarantee
or become a surety or otherwise contingently liable for any obligations of
others, except pursuant to the deposit and collection of checks and similar
matters in the ordinary course of business.

     2.7 INSURANCE. The Borrower WILL maintain insurance to such extent,
covering such risks and with such insurers as is usual and customary for
business operating similar properties, and as is satisfactory to the Lender,
including insurance for fire and other risks insured against by extended
coverage, public liability insurance and workers' compensation insurance; and
designate the Lender as "Lender's Loss Payee" on such policies and take such
other action as the Lender may reasonably request to ensure that the Lender will
receive (subject to no other interests) the insurance proceeds on the Lender's
collateral.

     2.8 TAXES AND OTHER LIABILITIES. The Borrower will pay and discharge, when
due, all of its taxes, assessments and other liabilities, except when the
payment thereof is being contested in good faith by appropriate procedures which
will avoid foreclosure of liens securing such items, and with adequate reserves
provided therefor.

                     ARTICLE III - COLLATERAL AND GUARANTIES

     3.1 COLLATERAL. This Agreement and the Note are secured by a Security
Agreement of even date herewith, a copy of which is attached hereto as Exhibit
B.

     The information in this Article III is for information only and the
omission of any reference to an agreement shall not affect the validity or
enforceability thereof. The nights and remedies of the Lender outlined in this
Agreement and the documents identified above are intended to be cumulative.

                              ARTICLE IV - DEFECTS

     4.1 DEFAULTS. The occurrence of one or more of the following events shall
constitute a default:

     (a) Nonpayment. The Borrower shall fail to PAY (i) any interest due on the
Note, or any other amount payable hereunder, by five days after the same becomes
due; or (ii) any principal amount due on the Note when due.

     (b) Nonperformance. The Borrower shall default in the performance of any
agreement, term, provision, condition, or covenant (other than nonpayment)
required to be performed or observed by the Borrower or any guarantor hereunder
or under any other Loan Documents, continuing for a period of fifteen (15) days.

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<PAGE>
     (c) Misrepresentation. Any financial information, statement, certificate,
representation or warranty given to the Lender by the Borrower (or any of its
representatives) in connection with entering into this Agreement or other Loan
Documents and/or any borrowing hereunder, or required to be furnished under the
terms hereof, shall prove untrue in any material respect (as determined by the
Lender in the exercise of its reasonable judgment) as of the time when given.

     (d) DEFAULT ON OTHER OBLIGATIONS. The Borrower shall be in default under
the terms of any loan agreement, promissory note, lease, conditional sale
contract or other agreement, document or instrument evidencing, governing or
securing any indebtedness owing by the Borrower to the Lender or by the Borrower
to any third party, and the period of grace, if any, to cure said default shall
have passed.

     (e) Judgments. Any judgment shall be obtained against the Borrower which,
together with all other outstanding unsatisfied judgments against the Borrower
(or such guarantor), shall exceed the sum of Ten Thousand ($10,000.00) and shall
remain unvacated, unbonded or unstayed for a period of forty-five (45) days
following the date of entry thereof.

     (f) INABILITY TO PERFORM; BANKRUPTCY/INSOLVENCY. (i) the Borrower shall die
or cease to exist; or (ii) any bankruptcy, insolvency or receivership
proceedings, or an assignment for the benefit of creditors, shall be commenced
under any federal or state law by or against the Borrower; and (iii) the
Borrower shall become the subject of any out-of-court settlement with its
creditors; or (iv) the Borrower is unable or admits in writing its inability to
pay its debts as they mature.

     (g) Adverse Change. There is a material adverse change in the financial
condition of the Borrower.

     4.2 TERMINATION OF LOANS. Upon the occurrence of any of the events
identified in Section 4.1, the Lender may at any time thereafter
(notwithstanding the cure periods identified in Sections 4.1(a), 4.1 (b) and
4.1(e)] immediately terminate its obligation to make additional loans hereunder,
without demand or further notice of any kind, all of which are hereby waived.

     4.3 ACCELERATION OF OBLIGATION. Upon the occurrence of any of the events
identified in Sections 4.1 (a) through 4.1 (e) and 4.1(g), and the passage of
any applicable cure period, the Lender may at any time thereafter, by written
notice to the Borrower, declare the unpaid principal balance of the Note,
together with the interest accrued thereon and other amounts accrued hereunder,
to be immediately due and payable; and the unpaid balance shall thereupon be due
and payable, all without presentation, demand, protest or further notice of any
kind, all of which are hereby waived, and notwithstanding anything to the
contrary contained herein or in any part of the Loan Documents Upon the
occurrence of any event under Section 4.1(f), then the unpaid principal balance
under the Note, together with all interest accrued thereon and other amounts
accrued hereunder, shall thereupon be immediately due and payable, all without
presentation, demand, protest or notice of any kind, all of which are hereby
waived, not withstanding anything to the contrary contained herein or in any of
the other Loan Documents.

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<PAGE>
     4.4 OTHER REMEDIES. Nothing in this Article IV is intended to restrict the
Lender's rights under airy of the Loan Documents or at law, and the Lender may
exercise all such rights and remedies as when they are available.

                            ARTICLE V - MISCELLANEOUS

     5.1 DELAY; CUMULATIVE REMEDIES. No delay on the part of the Lender in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude other or further exercise thereof or the exercise
of any right power or privilege. The rights and remedies herein specified are
cumulative and are not exclusive of any rights or remedies which the Lender
would otherwise have.

     5.2 RELATIONSHIP TO OTHER DOCUMENTS. The warranties, covenants and other
obligations of the Borrower (and the rights and remedies of the Lender) that are
outlined in this Agreement and the other Loan Documents are intended to
supplement each other. In the event of arty inconsistencies in any of the terms
in the Loan Documents, all terms shall be cumulative so as to give the Lender
the most favorable rights set forth in the conflicting documents.

     5.3 SUCCESSORS. The rights, options, powers and remedies granted in this
Agreement shall extend to the Lender and to its successors and assigns, shall BE
binding upon the Borrower and its successors and assigns and shall be applicable
hereto and to all renewals and/or extensions hereof.

     5.4 EXPENSES AND ATTORNEY' FEES. The Borrower agrees to reimburse the
Lender of all fees and out-of-pocket disbursements incurred by the Lender in
connection with the preparation, execution, delivery, administration and
enforcement of this Agreement or any of the other Loan Documents, and any
waivers or amendments with respect hereto, including all costs of collection
before and after judgment and including, without limitation, the fees and
disbursements of counsel for the Lender or any participant.

     5.5 PAYMENTS. Payments due under the Note and other Loan Documents shall be
made in lawful money of the United States, and the Lender is authorized to
charge payments due under the Loan Documents against any account of the
Borrower. All payments may be applied by the Lender to principal, interest arid
other amounts due under the Loan Documents in any order which the Lender elects.

     5.6 APPLICABLE LAW AND JURISDICTION: INTERPRETATION AND MODIFICATION. This
Agreement and all other Loan Documents shall be governed by and interpreted in
accordance with the laws of to State OF Wisconsin. Invalidity of any provision
of this Agreement shall not affect the validity of any other provision. The
provisions of the Loan Documents shall not be altered, amended or waived without
the express written consent of the Lender (and the Borrower, when appropriate).
THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
FEDERAL COURT SITUATED IN MARATHON COUNTY, WISCONSIN, ANT) WAIVES ANY OBJECTION
BASED ON FORUM NON CONVENIENS, WITH REGARD TO

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ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE
COLLATERAL, ANY OTHER LOAN DOCUMENTS, OR ANY TRANSACTIONS ARISING THEREFROM, OR
ENFORCEMENT AND/OR INTERPRETING OF ANY OF THE FOREGOING. This Agreement, the
other Loan Documents and any amendments hereto (regardless of when executed)
will be deemed effective and accepted only at the Lender's offices, and only
upon the Lender's receipt of the executed originals thereof.

     5.7 WAIVER OF JURY TRIAL. THE BORROWER AND THE LENDER HEREBY JOINTLY AND
SEVERALLY WAIVE ANY AND ALL RIGHTS TO TRAIL BY JURY IN ANY ACTION OR PROCEEDINGS
RELATING TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER OR ANY
TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. THE BORROWER AND THE Lender
EACH REPRESENTS TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY GIVEN.

IN WITNESS WHEREOF, the undersigned have executed this REVOLVING CREDIT
AGREEMENT as of the 2nd day of November, 2001.

                                        VITRIX, INC.

                                        By: /s/ Thomas S. Bednarik
                                            ------------------------------------

                                        /s/ Joseph L. Simek
                                        ----------------------------------------
                                        JOSEPH L. SIMEK

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<PAGE>
                                    EXHIBIT A


THE SECURITIES  EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  AND HAVE  BEEN  TAKEN  FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION  THEREOF, AND,
EXCEPT AS STATED IN THE NOTE AND WARRANT  PURCHASE  AGREEMENT  DATED NOVEMBER 2,
2001,  PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED, SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
OR  REGULATION A  NOTIFICATION  UNDER THE ACT COVERING  SUCH  SECURITIES  OR THE
COMPANY  RECEIVES AN OPINION OF COUNSEL  (WHICH MAY BE COUNSEL FOR THE COMPANY),
REASONABLY  SATISFACTORY  IN FORM AND CONTENT TO THE COMPANY,  STATING THAT SUCH
SALE OR  TRANSFER  IS  EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS  DELIVERY
REQUIREMENTS OF THE ACT.



$200,000.00    NOVEMBER 2, 2001                                   TEMPE, ARIZONA


                                 PROMISSORY NOTE

     FOR VALUE RECEIVED,  Vitrix,  Inc., a Nevada  corporation  (the "COMPANY"),
hereby  promises  to pay to the order of Joseph  Simek  ("HOLDER"),  or Holder's
registered   assigns,   the  principal  sum  of  Two  Hundred  Thousand  Dollars
($200,000.00)  or, if less, the aggregate  unpaid  principal amount this Note on
the Maturity  Date (as defined  herein);  together  with interest on any and all
principal  amounts remaining unpaid hereunder from time to time outstanding from
the date hereof until payment in full.

     1. NOTE  PURCHASE  AGREEMENT.  This  Note has been  issued to Holder by the
Company  pursuant  to  the  Revolving  Credit  Agreement  and  Warrant  Purchase
Agreement dated of even date herewith (the "NOTE PURCHASE  AGREEMENT"),  between
the Company and the Holder. Capitalized terms used herein but not herein defined
shall have the meanings ascribed thereto in the Note Purchase Agreement,  unless
the context otherwise requires.

     2. INTEREST.  Interest on the  outstanding  principal  balance of this Note
shall be payable in arrears on the first day of each month  commencing  December
1, 2001 (and on the first day of each  month  thereafter),  and on the  Maturity
Date to the extent  accrued  and unpaid.  Except as  otherwise  provided  below,
interest  will  accrue  on the  then  unpaid  principal  balance  of  this  Note
outstanding  during any  month,  or partial  month,  at the rate of ten  percent
(10.0%) per annum,  calculated on the basis of the actual number of days elapsed
and on the basis of a 360 day year.  Except  as  provided  herein or in the Note
Purchase Agreement, all accrued interest on this Note shall be paid at Maturity.
If the Company  shall  default in the payment of the principal of or interest on
<PAGE>
this Note, the Company shall on demand from time to time pay interest (i) on the
amount of such defaulted  principal and, (ii) to the extent permitted by law, on
the amount of such  defaulted  interest up to the date of actual payment of such
defaulted principal and interest amounts (as well as before judgment), at a rate
per annum equal to two percent (2%) in excess of the rate  otherwise  applicable
to such obligations.

     (b) The principal  balance  outstanding  hereunder  shall be payable on the
Maturity Date (as defined below).

     3. PREPAYMENT.  This Note may be prepaid at any time without  penalty.  Any
prepayment  hereunder  shall be  credited  first upon  interest  accrued and the
remainder, if any, upon the outstanding principal amount of this Note.

     4. PAYMENT ON MATURITY DATE. The date (the "MATURITY DATE") upon which this
Note matures and the principal hereof and all interest accrued hereon become due
shall be December 31, 2002.

     5. PAYMENTS.

     (a) All  payments of  principal  and  interest  due in respect of this Note
shall be made without  deduction,  defense,  set off or counterclaim,  in lawful
money of the United  States of America,  and in same day funds and  delivered to
the Holder by wire transfer to a bank account of Holder,  as specified by Holder
from time to time,  or at such other place as shall be  designated by notice for
such purpose in accordance with the terms of the Note Purchase Agreement.

     (b) Principal  payments due in respect of this Note shall be payable on the
maturity date.

     6.  NOTE.  This  Note is  secured  by all of the  Company's  assets,  which
security interest is evidenced by the Security Agreement, and is entitled to the
benefits of such Security Agreement.

     7.  EVENTS OF DEFAULT.  If any event of default set forth below  ("EVENT OF
DEFAULT")  occurs,  the entire  unpaid  principal  balance and accrued  interest
payable hereunder shall automatically become immediately due and payable without
presentment,  demand or notice of any kind,  all of which are  hereby  expressly
waived by the Company:

     (a) If  default  shall  be  made in the due  and  punctual  payment  of any
principal  of or premium (if any) on, the Note when and as the same shall become
due and  payable,  whether  at  maturity  or a date fixed for  prepayment  or by
declaration  or otherwise,  which default is not cured within fifteen (15) days;
or

     (b) If  default  shall  be  made in the due  and  punctual  payment  of any
interest on the Note when and as such interest shall become due and payable, and
such default shall have continued for a period of fifteen (15) days; or

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<PAGE>
     (c) If any  representation  or warranty  made or deemed to be made by or on
behalf of the  Company  in the Note  Purchase  Agreement  or this Note or in any
certificate,  statement,  report or other instrument delivered under or pursuant
to any term hereof or thereof  shall prove to have been untrue or  incorrect  in
any material  respect as of the date of this Note or as of the Closing  Date, or
if any statement, report, certificate, financial statement or financial schedule
or other  writing or  instrument  prepared or  purporting  to be prepared by the
Company or any officer of the Company that is  hereafter  furnished or delivered
in connection with or under or pursuant to or contemplated by this Note to Buyer
shall prove to be untrue or incorrect in any material  respect as of the date it
was made, furnished or delivered; or

     (d) If the  validity or  enforceability  of this Note shall be contested by
either the Company or any security holder of the Company or any action,  suit or
proceeding is commenced  that alleges or contends that this Note is no longer in
full force or effect or is null and void or the  Company  denies that it has any
further liability or obligation under this Note; or

     (e) If the  Company  shall (i) file a  petition  seeking  relief for itself
under  Title 11 of the United  States  Code,  as now  constituted  or  hereafter
amended, or file an answer consenting to, admitting the material allegations of,
or otherwise not controverting,  or fail timely to controvert,  a petition filed
against it seeking  relief  under  Title 11 of the United  States  Code,  as now
constituted  or hereafter  amended,  or (ii) file such a petition or answer with
respect  to relief  under the  provisions  of any other now  existing  or future
applicable bankruptcy,  insolvency, or other similar law of the United States of
America, or State thereof, or of any other country or jurisdiction providing for
the reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors; or

     (f) If an order for relief shall be entered against the Company under Title
11 of the United States Code, as now  constituted  or hereafter  amended,  which
order is not  stayed;  or upon the  entry of an  order,  judgment  or  decree by
operation of law, or by a court having jurisdiction in the premises which is not
stayed,  adjudging it a bankrupt or insolvent  under, or ordering relief against
it under,  or approving as properly  filed a petition  seeking relief against it
under, the provisions of any other now existing or future applicable bankruptcy,
insolvency  or other  similar  law of the United  States of America or any State
thereof,   or  of  any  other   country  or   jurisdiction   providing  for  the
reorganization,  winding-up or liquidation of corporations  or any  arrangement,
composition,  extension or adjustment with creditors,  or appointing a receiver,
liquidator, assignee,  sequestrator,  trustee or custodian of the Company or any
Subsidiary  or  any   substantial   part  of  its  property,   or  ordering  the
reorganization,  winding-up or liquidation of its affairs or upon the expiration
of thirty  (30) days after the  filing of any  involuntary  petition  against it
seeking any of the relief  specified  in  paragraph  (e) or this  paragraph  (f)
without the petition being dismissed prior to that time; or

     (g) If the Company shall (i) make a general  assignment  for the benefit of
its  creditors,  (ii) consent to the  appointment  of or taking  possession by a
receiver,  liquidator,  assignee,  sequestrator,  trustee  or  custodian  of the
Company  of all or a  substantial  part of its  property,  or  (iii)  admit  its
insolvency or inability to pay its debts  generally as such debts become due, or

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(iv) fail  generally  to pay its debts as such debts become due, or (v) take any
action (or if such action is taken by its directors or stockholders)  looking to
the dissolution or liquidation of the Company; or

     (h) If a final  judgment  for the  payment  of money in excess of  $100,000
shall be  rendered  by a court of record  against the Company and the Company or
shall not (i) within 30 days from the date of entry thereof,  discharge the same
or provide for its discharge in accordance  with its terms, or procure a stay of
execution  thereof,  and (ii) if  execution  of such  judgment  shall be stayed,
within such period of 30 days or such longer  period  during which the execution
of such  judgment  shall  have  been  stayed,  appeal  therefrom  and  cause the
execution  thereof to be stayed during such appeal,  or, after the expiration of
any such stay or the  denial of such  appeal,  forthwith  discharge  the same or
provide for its discharge.

     8.  ENFORCEMENT.  If any one or more Events of Default shall have occurred,
the Holder may  proceed to protect  and enforce the rights of the Holder by suit
in equity or action at law or the  employment  of any other  available  right or
remedy,  as the Holder shall deem most effective to protect and enforce any such
rights. The Company promises to pay all costs and expenses, including reasonable
attorneys' fees and expenses, incurred in the collection and enforcement of this
Note.  The Company and  endorsers  of this Note hereby  consent to renewals  and
extensions of time at or after the maturity hereof,  without notice,  and hereby
waive diligence,  presentment,  protest, demand and notice of every kind (except
such notices as may be required under the Note Purchase  Agreement)  and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.

     9. WAIVERS AND AMENDMENTS. The Note Purchase Agreement and this Note may be
amended only with the written consent of the Holder.

     10.  GOVERNING  LAW.  This Note shall be  governed  by, and  construed  and
enforced in  accordance  with,  the internal  laws (but not the law of choice of
laws) of the State of Arizona.

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<PAGE>
     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered by its duly authorized  officer,  as of the day and year first written
above.

                                      VITRIX, INC.


                                      By: /s/ Thomas S. Bednarik
                                          --------------------------------------
                                      Name: Thomas S. Bednarik
                                      Title: President & Chief Executive Officer

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<PAGE>
                                    EXHIBIT B

                               SECURITY AGREEMENT


     THIS SECURITY AGREEMENT is made and executed as of the 2nd day of November,
2001, by and between  VITRIX,  INC., a Nevada  corporation  (hereinafter  called
"Debtor") and Joseph Simek  (hereinafter  called "Secured  Party").  Capitalized
terms used but not otherwise  defined herein shall have the meaning  assigned to
such terms in that certain Note Purchase Agreement, dated as of November 2, 2001
(the "Note Purchase Agreement").

                                   WITNESSETH:

     In  order  to  secure  the due and  timely  payment  of all of the  Secured
Indebtedness (as hereinafter defined),  including the due and timely performance
by Debtor of all of the covenants,  agreements and  undertakings  of Debtor made
herein,  Debtor  hereby  grants to Secured  Party a  continuous  and  continuing
security interest in and to all of the following:

          (a) All  Accounts  (as  defined  in Article 9 of the  Arizona  Uniform
     Commercial Code),  accounts receivable,  reimbursements,  notes receivable,
     contracts,  contract  rights,  chattel  paper,  documents  and  instruments
     arising  out of the  sale of  goods or  services  rendered  and any and all
     agreements  for the sale of goods or products or  furnishing of services by
     Debtor;

          (b) All  Inventory  (as  defined in Article 9 of the  Arizona  Uniform
     Commercial  Code)  presently  owned  and which  may be  hereafter  acquired
     (howsoever and whensoever acquired) by Debtor and wheresoever located;

          (c) All  Equipment  (as  defined in Article 9 of the  Arizona  Uniform
     Commercial  Code)  presently  owned  and which  may be  hereafter  acquired
     (howsoever  and  whensoever  acquired) by Debtor and  wheresoever  located,
     together  with  any  and  all  additions  and  accessions  thereto  and all
     Equipment acquired by replacement or substitution;

          (d) All General Intangibles and Contract Rights (as defined in Article
     9 of the Arizona Uniform Commercial Code) howsoever and whensoever acquired
     and including,  without limitation,  all books, records, ledgers, journals,
     files and other  memoranda  relating  in any  manner to any of the  Secured
     Indebtedness (as hereinafter defined), all patents, copyrights, trademarks,
     shoprights,  manuals,  warranties,  literature  of  any  sort  relating  to
     maintenance,   operation,  repair  or  preservation  of  any  Inventory  or
     Equipment,  all  rights of  recovery  of Debtor  against  others  for or on
     account of damage,  destruction or injury to or conversion of any Inventory
     or Equipment of Debtor;

          (e) All  Chattel  Paper,  Instruments  (including  but not  limited to
     securities),  Documents of Title (as such terms are defined in Article 9 of
<PAGE>
     the Arizona Uniform  Commercial Code)  negotiable  documents and securities
     presently owned and which may be hereafter acquired; and

          (f) All proceeds and products of the Collateral and all  replacements,
     additions, substitutions and appurtenances therefor.

(All  of  the  foregoing   being   referred  to  herein   collectively   as  the
"Collateral.")

This note shall be subordinate to private financing provided by Frances L. Simek
pursuant to a Security Agreement dated September 4, 2001.

                                    ARTICLE I

                              SECURED INDEBTEDNESS

     1.1 This Security  Agreement is made to provide collateral and security for
the payment and performance by Debtor of all of the following:

          (a) Debtor's Note, dated as of even date herewith,  issued pursuant to
     the Revolving Credit Agreement,  payable to the order of Secured Party with
     interest and with a final maturity date of December 31, 2002, together with
     any and all extensions, renewals, modifications,  substitutions and changes
     in form thereof (collectively, the "Note");

          (b) The amount of all  reasonable  expenditures  made and  obligations
     incurred by Secured Party in  attempting to remedy any material  default on
     the part of Debtor in respect of this Security Agreement or the Note;

          (c) The amount of all  expenditures  made and obligations  incurred by
     Secured  Party in  attempting  to collect  any Secured  Indebtedness  or to
     enforce  any right or remedy  for  realizing  upon any  Collateral  for any
     Secured Indebtedness; and

          (d) Interest on all amounts  expended by Secured  Party for any of the
     purposes  specified  in (b) and (c) next  hereinabove  at an annual rate of
     interest equal to 18% per annum.

(All of the foregoing is referred to herein as the "Secured Indebtedness".)

                                   ARTICLE II

                                 REPRESENTATIONS

     Debtor represents to Secured Party as follows:

     2.1 Debtor is duly  organized  and existing  under the laws of the State of
Nevada.

                                       2
<PAGE>
     2.2 The execution,  delivery and performance of this Security Agreement are
within  Debtor's  corporate  powers,  have been duly  authorized  and are not in
contravention  of law  applicable  to Debtor or the powers of Debtor's  charter,
bylaws  or  other  incorporation   papers  or  of  any  indenture  agreement  or
undertaking to which Debtor is a party or by which it is bound.

     2.3 Debtor is the owner of the  Collateral and has good right and authority
to grant a security interest in the Collateral.

     2.4  There  are no  presently  outstanding  liens,  security  interests  or
encumbrances  in or on  the  Collateral  or  the  proceeds,  nor  any  financing
statements  covering  the  Collateral  or the proceeds  thereof,  except for the
security  interest  granted  in  this  Security   Agreement  and  the  financing
statements executed pursuant hereto.

     2.5 The address of Debtor's place of business is correctly set forth at the
beginning of this Security Agreement.

                                   ARTICLE III

                                    COVENANTS

     So long as the Secured  Indebtedness  or any part thereof  remains  unpaid,
Debtor,  for itself,  its  successors  and  assigns,  covenants  and agrees with
Secured Party, its successors and assigns, as follows:

     3.1 Debtor shall make prompt  payment,  as the same becomes due, of all the
Secured  Indebtedness  in  accordance  with  the  terms  and  provisions  of the
agreements evidencing such Indebtedness.

     3.2 Debtor shall  maintain its  corporate  existence  and pay all necessary
corporate franchise and license taxes, fees and charges.

     3.3 Debtor shall pay all  reasonable  expenses and reimburse  Secured Party
for any reasonable expenditures,  including reasonable attorneys' fees and legal
expenses,  in connection with Secured Party's  exercise of any of its rights and
remedies  under Article IV or Secured  Party's  protection of the Collateral and
its security interest therein.

     3.4 Debtor shall at all times keep  accurate  and  complete  records of the
Collateral and its proceeds.

     3.5 Debtor agrees to execute such documents and perform all acts and things
which  Secured  Party may deem  necessary to perfect and continue to perfect the
security interest created by this Security Agreement,  to protect the Collateral
and to enforce the security  interest,  including  the  execution  and filing of
financing  statements,  which appointment as attorney-in-fact is irrevocable and
coupled with an interest.

                                       3
<PAGE>
     3.6  Notwithstanding  the  security  interest in proceeds  granted  herein,
Debtor shall not sell, lend,  rent, lease or otherwise  dispose of the equipment
forming a part of the Collateral,  except for dispositions  made in the ordinary
course of business consistent with past practice,  or any interest therein,  and
Debtor shall keep such Collateral free from unpaid charges, including taxes, and
from liens, encumbrances and security interests other than that of Secured Party
and will warrant and defend the Collateral against the claims and demands of all
other persons, except the holders of the security interests described herein.

     3.7 Debtor shall pay before  delinquency all taxes and assessments upon the
Collateral or for its use or operation.

     3.8 Debtor shall insure the  Collateral  constituting  Goods (as defined in
Article 9 of the Arizona Uniform  Commercial Code) with companies  acceptable to
Secured Party against such casualties and in such amounts as Secured Party shall
require.

     3.9 The Collateral  constituting Goods will be properly  maintained in good
condition and will not be misused or abused,  wasted or allowed to  deteriorate,
except for the ordinary wear and tear of its intended primary use.

     3.10 If Debtor  shall  default in paying  when due any tax,  assessment  or
charge  levied upon the  Collateral  or any part  thereof or if Debtor  fails to
maintain the Collateral as above  provided,  Secured Party may at its option and
without waiver of any right hereunder,  pay such tax,  assessment or charge,  or
take whatever  action is necessary to maintain the  Collateral  and in each such
case the amount  paid in  respect  thereof  shall be  payable  to Secured  Party
forthwith with interest at 18% per annum until paid and shall become part of the
indebtedness secured by this Security Agreement.

     3.11 The  equipment  forming a part of the  Collateral  will be used in the
business  of Debtor and shall  remain in Debtor's  possession  or control at all
times.

     3.12 Debtor shall  provided  notice to Secured  Party within ten days after
changing the address of its principal place of business.

     3.13 If the Collateral is evidenced by promissory notes,  trade acceptances
or other  instruments  for the payment of money,  Debtor will, at the request of
Secured Party, immediately deliver them to Secured Party, appropriately endorsed
to Secured Party's order, Debtor waives presentment, demand, notice of dishonor,
protest and notice of protest.

                                       4
<PAGE>
                                   ARTICLE IV

                             ASSIGNMENT OF PAYMENTS;
                         CERTAIN POWERS OF SECURED PARTY

     Debtor hereby  authorizes  and directs each issuer and each account  debtor
and each other  person or entity  obligated to make payment in respect of any of
the  intangible  property  constituting  Collateral  (each  issuer and each such
account  debtor and other  person or entity being  herein  called a  "Collateral
Obligor")  to pay over to Secured  Party (on behalf of all of the holders of the
Notes),  its officers,  agents or assigns,  upon demand by Secured Party, all or
any part of the  Collateral  without  making any  inquiries  as to the status or
balance of the Secured Indebtedness and without any notice to or further consent
of Debtor.  To facilitate the rights of Secured Party  hereunder,  Debtor hereby
authorizes  Secured Party, its officers,  employees,  agents or assigns upon the
occurrence of a default hereunder, and at any time thereafter:

          (a) to notify  Collateral  Obligors  of the  security  interest in the
     respective  Collateral  created hereunder and to collect all or any part of
     the Collateral  without further notice to or further consent by Debtor, and
     Debtor hereby  constitutes  and appoints  Secured Party the true and lawful
     attorney  of  Debtor  (such  agency  being   coupled  with  an   interest),
     irrevocably,  with power of  substitution,  in the name of Debtor or in its
     own  name  or  otherwise,  to  take  any of the  actions  described  in the
     following clauses (b), (c), (d), (e) and (f);

          (b) to ask, demand, collect,  receive,  receipt for, sue for, compound
     and give  acquittance for any and all amounts which may be or become due or
     payable  under the  Collateral  and to settle  and/or  adjust all  disputes
     and/or  claims  directly  with any  Collateral  Obligor and to  compromise,
     extend the time for payment arrange for payment in installments,  otherwise
     modify the terms of, or release,  any of the Collateral,  on such terms and
     conditions  as  Secured  Party may  determine  (without  thereby  incurring
     responsibility  to or discharging  or otherwise  affecting the liability of
     Debtor to Secured Party under this Security Agreement or otherwise);

          (c) to direct  delivery  of,  receive,  open and  dispose  of all mail
     addressed to Debtor and to execute, sign, endorse, transfer and deliver (in
     the name of Debtor or in its own name or otherwise) any and all receipts or
     other  orders for the  payment  of money  drawn on the  Collateral  and all
     notes,  acceptances,  commercial paper,  drafts,  checks,  money orders and
     other  instruments  given in payment  or in part  payment  thereof  and all
     invoices,  freight and express bills and bills of lading, storage receipts,
     warehouse receipts and other instruments and documents in respect of any of
     the Collateral and any other documents  necessary to evidence,  perfect and
     realize  upon the  security  interests  and  obligations  of this  Security
     Agreement;

          (d) in its  discretion  to file any claim or take any other  action or
     proceeding which Secured Party may deem necessary or appropriate to protect
     and preserve the rights, titles and interests of Secured Party hereunder;

          (e) to sign the name of Debtor to financing statements, drafts against
     Collateral Obligors,  assignments or verifications of any of the Collateral
     and notices to Collateral Obligors.

                                       5
<PAGE>
     Secured  Party  hereby  agrees  that any  action  taken by a Secured  Party
hereunder  shall be taken on behalf of all  Holders of the Notes and any amounts
collected  shall be paid over to each Holder in accordance with the terms of the
Note and the Note Purchase Agreement. Unless and until a default hereunder shall
have occurred,  Debtor shall be entitled,  except as herein provided and subject
to the terms of any other loan document, receive and retain all distributions on
the Collateral or any part thereof.

     The powers  conferred  on Secured  Party  pursuant  to this  Article IV are
conferred solely to protect Secured Party's interest in the Collateral and shall
not impose any duty or  obligation on Secured Party to perform any of the powers
herein conferred.

                                    ARTICLE V

                          REMEDIES IN EVENT OF DEFAULT

     5.1 The term  "default" as used in this Security  Agreement  shall mean the
occurrence  of any event of default as defined in the Note or the  occurrence of
any of the following events:

          (a) The  failure  of Debtor to make due and  punctual  payment  of the
     Secured  Indebtedness  secured hereby,  principal or interest,  or any part
     thereof, as the same shall become due and payable, whether at the scheduled
     due date, maturity or when accelerated  pursuant to any power to accelerate
     held by Secured Party.

          (b) The failure of Debtor punctually and properly to observe,  keep or
     perform  any  covenant,  agreement  or  condition  relating  to the Secured
     Indebtedness or herein required to be observed,  kept or performed, if such
     failure  continues for thirty (30) days after written  notice and demand by
     Secured Party for the performance of such covenant, agreement or condition.

          (c) Any material  representation made in this Security Agreement shall
     prove to be untrue.

          (d) Debtor declares itself  insolvent or is determined to be insolvent
     by a court  of  competent  jurisdiction,  or makes  an  assignment  for the
     benefit of creditors.

          (e) A  receiver  is  appointed  for  all or  substantially  all of the
     properties of Debtor or of the Collateral or any part thereof.

          (f) Debtor is  adjudicated  a bankrupt or  requests,  either by way of
     petition or answer, that Debtor be adjudicated a bankrupt or that Debtor be
     allowed   or   granted   any   composition,    rearrangement,    extension,

                                       6
<PAGE>
     reorganization  or other relief under any bankruptcy law or under any other
     law for the relief of debtors now or hereafter existing.

          (g) The dissolution or other termination of Debtor.

     5.2 Upon the occurrence of a default,  Secured Party shall have the option,
with or  without  notice,  of  declaring  all the  Secured  Indebtedness  in its
entirety to be immediately due and payable.

     5.3 Upon the occurrence of a default,  Secured Party may exercise its right
of  enforcement  under  the  Uniform  Commercial  Code in force in the  State of
Arizona at the date of this Security Agreement. In conjunction with, addition to
or substitution for those rights and remedies:

          (a) Secured Party may enter upon Debtor's  premises to take possession
     of, assemble and collect the Collateral or to render it unusable; and

          (b) Secured Party may require  Debtor to assemble the  Collateral  and
     make it available at a place  Secured  Party  designates  which is mutually
     convenient  to allow  Secured  Party to take  possession  or dispose of the
     Collateral; and

          (c)  Secured  Party may waive any default or remedy any default in any
     reasonable  manner without waiving the default remedied and without waiving
     any other prior or subsequent default; and

          (d)  Written  notice  mailed to Debtor at its address set forth at the
     beginning  of this  Security  Agreement  ten (10) days prior to the date of
     public sale of the Collateral or prior to the date after which private sale
     of the Collateral will be made shall constitute reasonable notice.

     5.4 Also upon the  occurrence of a default,  Secured Party may at any time,
whether  before or after any  revocation  of such  power  and  authority  or the
maturity of any of the Secured Indebtedness, (i) notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make
payment to Secured  Party of any  amounts  due or to become due  thereunder  and
enforce collection of any such Accounts, notes receivable,  contracts or General
Intangibles by suit or otherwise and  surrender,  release or exchange all or any
part thereof,  or  compromise or extend or renew for any period  (whether or not
longer  than the  original  period)  any  obligations  thereunder  or  evidenced
thereby;  (ii) Debtor will, at its own expense,  notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make
payment to the Secured Party of any amounts due or to become due thereunder; and
(iii) Secured Party is  authorized to endorse,  in the name of Debtor,  any item
howsoever  received  by  Secured  Party,  representing  any  payment on or other
proceeds of any of the  Collateral.  In each instance in which Secured Party may
elect hereunder to effect direct  collection of any one or more Accounts,  notes
receivable,  contracts or General Intangibles, Secured Party is also entitled to
take  possession  of all books and records of Debtor  relating  to the  Debtor's
Accounts, notes receivable, contracts or General Intangibles and Debtor will not
in any  manner  take or  suffer  any  action  to be  taken to  hinder,  delay or
interfere with the Secured Party's attempts to effect collection.

                                       7
<PAGE>
     5.5 In addition to the above, Secured Party shall have and may exercise all
other rights conferred by law or under this Security Agreement and may resort to
any  remedy  existing  at law or in equity  for the  collection  of the  Secured
Indebtedness  and for the enforcement of the covenants and agreements  contained
herein  and the  resort  to any  remedy  shall not  prevent  the  concurrent  or
subsequent employment of any other appropriate remedy or remedies.

     5.6 The  rights  granted  hereunder  are  cumulative  of any and all  other
security now or hereafter  held by Secured  Party or other holder for payment of
the Secured  Indebtedness  and Secured  Party may resort to any  security now or
hereafter  existing for the payment of such indebtedness in such portions and in
such  order  as may seem  best to  Secured  Party  in its sole and  uncontrolled
discretion.  No failure on the part of Secured Party to exercise and no delay in
exercising  any  right,  power or remedy  hereunder  shall  operate  as a waiver
thereof nor shall any single or partial  exercise by Secured Party of any right,
power or remedy hereunder  preclude any other or further exercise thereof or the
exercise of any right, power or remedy.

                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1  When all of the  Secured  Indebtedness  has been  paid in full and all
obligations  and  liabilities of Debtor  hereunder shall have been performed and
discharged,  then and in that case only the security interests  evidenced hereby
or provided for herein shall  terminate  and shall be released at the expense of
Debtor and the  Collateral  then held as such by Secured Party shall become free
and clear of such security interests.  In such event Secured Party shall execute
such  instruments,  including,  but  not  limited  to,  Termination  Statements,
necessary to give effect to this Section 6.1.

     6.2 No modification  or waiver of any provision of this Security  Agreement
nor consent to any departure by Debtor therefrom shall in any event be effective
unless the same shall be in  writing  and signed by Secured  Party and then such
waiver or consent  shall be effective  only in the specific  instances,  for the
purpose for which given and to the extent  therein  specified.  No notice to nor
demand  on Debtor in any case  shall of  itself  entitle  Debtor to any other or
further notice or demand in similar or other circumstances.

     6.3 Secured Party may enter upon Debtor's  premises at any reasonable  time
to inspect the  Collateral  and  Debtor's  books and records  pertaining  to the
Collateral or its proceeds and Debtor shall assist Secured Party in whatever way
necessary to make any such inspection.

     6.4 Secured Party may at any time notify the account debtors or obligors of
any  accounts,  chattel  paper,  negotiable  instruments  or other  evidences of
indebtedness  remitted  by Debtor to Secured  Party as  proceeds  to pay Secured
Party directly.

     6.5 Secured  Party may,  by any  employee or  employees  Secured  Party may
designate,  execute,  sign, endorse,  transfer or deliver in the name of Debtor,
notes,  checks,  drafts  or other  instruments,  for the  payment  of money  and

                                       8
<PAGE>
receipts,  certificates of origin, applications for certificates of title or any
other  documents  necessary to  evidence,  perfect and realize upon the security
interests and obligations of this Security Agreement.

     6.6 Secured Party may assign this  Security  Agreement so that the assignee
shall be entitled to the rights and remedies of Secured  Party  hereunder and in
the event of such  assignment,  Debtor  will assert no claims or defenses it may
have against the assignee except those granted in this Security Agreement.

     6.7 All notices and  communications  provided for herein shall be delivered
or mailed,  registered or certified,  postage prepaid,  addressed to the parties
hereto at their addresses set forth at the beginning of this Security Agreement,
or such other address as any party hereto shall  hereafter  designate by written
notice to the other party.

     6.8 A  determination  that any  provision  of this  Security  Agreement  is
unenforceable or invalid shall not affect the validity or  enforceability of any
other provision.

     6.9 Unless the context clearly indicates  otherwise,  "Debtor" and "Secured
Party" as used in this Security Agreement include the respective  successors and
assigns of those parties.

     6.10 The law governing this Security  Agreement  shall be that of the State
of Arizona in force at the date of this Security Agreement.

     IN WITNESS  WHEREOF,  this Security  Agreement has been duly executed as of
the date first above written.

                                        VITRIX, INC.


                                        By: /s/ Thomas S. Bednarik
                                            ------------------------------------
                                            Thomas S. Bednarik
                                            Chief Executive Officer


                                        INVESTOR


                                        By: /s/ Joseph Simek
                                            ------------------------------------
                                            Joseph Simek

                                       9
<PAGE>
                                    EXHIBIT C

THIS SECURITY AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR THE SHARES ISSUABLE HEREUNDER MAY BE
SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS,
OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.

                                  VITRIX, INC.

                        WARRANT TO PURCHASE COMMON STOCK

     This certifies that, for value received, Joseph Simek (the "Holder") is
entitled to subscribe for and purchase up to twenty five thousand nine hundred
fifty eight (25,000) shares (subject to adjustment from time to time pursuant to
the provisions of Section 5 hereof) of fully paid and nonassessable Common Stock
(as defined below) of VITRIX, INC. a Nevada corporation (the "Company"), at the
Warrant Price (as defined in Section 2 hereof), subject to the provisions and
upon the terms and conditions hereinafter set forth.

     As used herein, the term "Common Stock" shall mean the Company's presently
authorized common stock, $.005 par value, and any stock into or for which such
Common Stock may hereafter be converted or exchanged.

     1. TERM OF WARRANT. The purchase right represented by this Warrant is
exercisable, in whole or in part, at any time during the period beginning on the
date hereof and ending on the fifth (5th) anniversary of the date hereof.

     2. WARRANT PRICE. The exercise price of this Warrant is 15/100 DOLLARS
($0.15) per share (the "Warrant Price").

     3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT; EXERCISE. Subject
to Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the Holder hereof, in whole or in part, by the surrender of this
Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company and by the payment to the
Company of an amount equal to the then applicable Warrant Price per share
multiplied by the number of shares then being purchased either (i) by cash,
cashier's check or wire transfer, or (ii) by cancellation by the Holder of
indebtedness of the Company to the Holder. The Company agrees that the shares so
purchased shall be deemed to be issued to the Holder hereof or the designee of
the Holder hereof as the record owner of such shares as of the close of business
on the date on which this Warrant shall have been surrendered and payment made
for such shares as aforesaid. In the event of any exercise of this Warrant,
certificates for the shares of stock so purchased shall be delivered to the
Holder hereof or the designee of the Holder hereof within 15-days thereafter
and, unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the shares, if any, with respect to which this
Warrant shall not then have been exercised, shall also be issued to the Holder
hereof within such 15-day period.

     4. STOCK FULLY PAID; RESERVATION OF SHARES. All Common Stock that may be
issued upon the exercise of this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
<PAGE>
issue thereof. The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, the
full number of shares of Common Stock then deliverable upon exercise of this
Warrant.

     5. FRACTIONAL SHARES. In the sole discretion of the Company, instead of any
fraction of a share which would otherwise be issuable upon exercise of the
Warrant, the Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the market price per share of Common
Stock (as reasonably determined by the Board of Directors of the Company), at
the close of business on the date of exercise.

     6. COMPLIANCE WITH THE ACT. The Holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the shares of Common Stock to be issued
upon exercise hereof are being acquired for investment and that it will not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Act or any state securities laws.

     7. NO TRANSFER OF WARRANT. This Warrant and the rights, interests and
benefits hereof, may not be sold, transferred, pledged, assigned, conveyed or
otherwise disposed of by the Holder, except by will or the laws of descent and
distribution or with the consent of the Company, which consent shall not be
unreasonably withheld. Any purported sale, transfer, pledge, assignment,
conveyance or other attempt to dispose of this Warrant, or the rights, interests
or benefits hereof, other than as provided above, is null and void.

     8. NOTICE TO HOLDER. This Warrant is issued pursuant to the Note and
Warrant Purchase Agreement dated as of even date herewith between the Company
and the purchaser named therein. The Warrant is referred to in said Note and
Warrant Purchase Agreement, by the terms of which agreement the Holder hereof,
by his acceptance hereof, agrees to be bound, in each case to the extent
provided in said agreement.

     9. MISCELLANEOUS.

          (a) NO RIGHTS AS SHAREHOLDER. No Holder of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder of this Warrant, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of stock
to par value, consolidation, merger, conveyance or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.

          (b) REPLACEMENT. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft or destruction, on delivery of an indemnity agreement,
or bond reasonably satisfactory in form and amount to the Company or, in the

                                       2
<PAGE>
case of mutilation, on surrender and cancellation of this Warrant, the Company,
at the Holder's expense, will execute and deliver, in lieu of this Warrant, a
new Warrant of like tenor.

          (c) NOTICE. Any notice given to either party under this Warrant shall
be in writing, and any notice hereunder shall be deemed to have been given when
delivered or telecopied or, if mailed, when mailed, if sent registered or
certified, addressed to the Company at its principal executive offices and to
the Holder at its address set forth in the Company's books and records or at
such other address as the Holder may have provided to the Company in writing.

          (d) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Arizona without regard to conflicts of
law principles.

     IN WITNESS WHEREOF, this Warrant is executed as of the 2th day of November,
2001.

                                        VITRIX, INC., a Nevada corporation



                                        By: /s/ Thomas S. Bednarik
                                            ------------------------------------
                                            Thomas S. Bednarik
                                            Chief Executive Officer

                                       3
<PAGE>
                                    EXHIBIT A

                               NOTICE OF EXERCISE

TO:  VITRIX, INC.

     1. The undersigned hereby elects to purchase ____________ shares of Common
Stock of VITRIX, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price of such shares in full in accordance with
the provisions of the following section of the attached Warrant:

          ___      Section 3(i)

          ___      Section 3(ii)

     2. Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:



                                             (Name)


                                             (Address)

     3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned will not offer, sell or otherwise dispose of any such shares except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities law.





                                         _______________________________________
                                         Signature