Exhibit 10.2

                              MASTER LOAN AGREEMENT

      x THIS MASTER LOAN AGREEMENT (the  "Agreement") is entered into as of July
22, 2004 (the "Effective  Date"),  by and among SBS INTERACTIVE,  CO., a Florida
corporation (the "Company"),  SBS INTERACTIVE,  INC., a Nevada  corporation (the
"Subsidiary";  each of the Company and the Subsidiary is referred to herein as a
"Borrower,"  and  collectively  as  the  "Borrowers"),   and  ARTHUR  COHN  (the
"Lender").

      WHEREAS,  prior to the Effective Date, the Borrowers  requested the Lender
to advance to the Borrowers, and the Lender advanced to the Borrowers, a loan in
the original  principal  amount of $100,000 (the  "Current  Loan") to be used by
Borrowers for working capital purposes;

      WHEREAS, the Borrowers and the Lender contemplate that, in the future, the
Borrowers may make additional requests for loans from the Lender, and the Lender
may  consider  such  requests and make such loans (each,  a "Future  Loan",  and
collectively, the "Future Loans"); and

      WHEREAS,  the  Borrowers and the Lender have agreed to  memorialize  their
agreements  regarding  the Current Loan and Future Loans in the manner set forth
in this Agreement.

      NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  which are
hereby incorporated into, and made a part of, this Agreement, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


      1. Loans; Security.

            (a)  Current  Loan.  Each  Borrower  has  authorized,  ratified  and
approved  the  Current  Loan on the  terms  and  conditions  set  forth  in this
Agreement and in that certain Secured  Convertible  Promissory Note, dated as of
the Effective Date, by the Borrowers in favor of the Lender,  a copy of which is
attached  hereto as  Exhibit A (the  "Current  Loan  Note").  Each  Borrower  is
executing and delivering  the Current Loan Note to the Lender  contemporaneously
with the  execution  and  delivery of this  Agreement by the  Borrowers  and the
Lender.

            (b)  Future  Loans.  In  the  event  (i)  upon  the  request  of the
Borrowers, the Lender agrees to make any Future Loans to the Borrowers, and (ii)
the  Borrowers and the Lender agree that such Future Loans shall be on the terms
and conditions set forth in this Agreement and the other  "Financing  Documents"
(as defined  herein),  then in such case,  the  Borrowers  and the Lender  shall
memorialize  such  agreement by the Borrowers  executing  and  delivering to the
Lender a Secured  Convertible  Promissory  Note in the form  attached  hereto as
Exhibit  B  (collectively,  the  "Future  Loan  Notes").  Nothing  herein  shall
constitute, or be deemed to constitute, a commitment or obligation of the Lender
to make any Future Loans to the Borrower.

<PAGE>

            (c)  Security.  As security for the payment and  performance  by the
Borrowers of all indebtedness, liabilities, obligations, covenants and duties of
the  Borrowers  from  time  to time  owed to the  Lender  (whether  absolute  or
contingent,  now existing, or hereafter incurred or arising) under the Financing
Documents  (collectively,  the "Loan  Obligations"),  each of the  Borrowers  is
granting  a  first  priority   continuing   security  interest  in  all  of  the
"Collateral"  as defined in, and on the terms and  conditions set forth in, that
certain Pledge and Security  Agreement,  dated as of the Effective  Date, by and
among  the  Borrowers  and the  Lender,  a copy of which is  attached  hereto as
Exhibit C (the "Security  Agreement," and collectively with this Agreement,  the
Current Loan Note, the Future Loan Notes, if any, and the "Warrants" (as defined
in the Current Loan Note and/or the Future Loan Notes,  if any),  the "Financing
Documents").

            (d)  Ranking.  The Loan  Obligations  shall rank  senior in right of
payment to all  indebtedness,  liabilities and obligations of the Company and/or
the  Subsidiary,  and to all classes of capital stock of the Company  and/or the
Subsidiary,  in each case,  whether existing on the Effective Date or thereafter
created.

      2.  Representations  by Borrowers.  The Borrowers,  jointly and severally,
hereby represent and warrant to the Lender as follows,  as of the Effective Date
and as of the date  each  Future  Loan Note is  executed  and  delivered  by the
Borrowers to the Lender:

            (i) The  Company is duly  organized,  validly  existing  and in good
standing  under  the  laws of the  State  of  Florida.  The  Subsidiary  is duly
organized,  validly existing and in good standing under the laws of the State of
Nevada.

            (ii) Each Borrower has all requisite power and authority  (corporate
or  otherwise)  to execute,  deliver and perform  this  Agreement  and the other
Financing  Documents,  and  the  transactions   contemplated  thereby,  and  the
execution,  delivery and  performance by each Borrower of this Agreement and the
other Financing  Documents has been duly  authorized by all requisite  action by
each Borrower including,  in each case, approval by each Disinterested Director,
and  this  Agreement  and the  other  Financing  Documents,  when  executed  and
delivered by such Borrower,  constitutes a valid and binding  obligation of such
Borrower,  enforceable  against  such  Borrower  in  accordance  with its terms,
subject  to  applicable  bankruptcy,  insolvency,   reorganization,   fraudulent
conveyance  or other  similar  laws  affecting  creditors'  rights and  remedies
generally,  and subject,  as to enforceability,  to general principles of equity
(regardless  of  whether  enforcement  is  sought in a  proceeding  at law or in
equity).

            (iii) This  Agreement and the other  Financing  Documents  have been
duly executed and delivered by each Borrower.


                                       2
<PAGE>

            (iv) The Company,  the  Subsidiary  and their  respective  boards of
directors have taken all necessary  steps to render any "business  combination,"
"moratorium," "control share" or other state anti-takeover statute or regulation
applicable to the Company or the  Subsidiary  inapplicable  to the Lender,  this
Agreement,  the other  Financing  Documents  and the  transactions  contemplated
therein,  including  the  issuance  of shares  of Common  Stock on the terms and
conditions set forth therein.

            (v) The  Lender  may be deemed an  "interested  shareholder"  of the
Company  as such term is defined in Section  607.0901  of the  Florida  Business
Corporation  Act; Todd Gotlieb has been a member of the Board of Directors since
October 29, 2002 and Sam Ash has been a member of the Board of  Directors  since
September  30, 2003 and was elected to fill a vacancy on the Board of  Directors
by Todd  Gotlieb,  who,  at the time of the  election of Sam Ash to the Board of
Directors,  was the sole member of the Board;  and each of Todd  Gotlieb and Sam
Ash is a  "disinterested  director," as such term is defined in Section 607.0901
of the Florida Business Corporation Act (each, a "Disinterested Director"), with
respect to the Lender.

            (vi) The  shares of common  stock of the  Company  ("Common  Stock")
issuable upon  conversion of the Current Loan Note and the Future Loan Notes, if
any, and upon exercise of the Warrants,  will be duly and validly issued,  fully
paid  and  nonassessable,   and  free  and  clear  of  any  and  all  liens  and
encumbrances.

            (vii) The authorized capital stock of the Company, immediately prior
to the Effective Date,  consists of 50,000,000 shares of Common Stock, par value
$0.001 per share,  20,279,557  shares of which are issued and  outstanding.  The
authorized  capital stock of the Company on and immediately  after the Effective
Date (taking into account all transactions  occurring on and as of the Effective
Date) shall consist of 50,000,000  shares of Common Stock,  par value $0.001 per
share, 27,592,890 shares of which will be issued and outstanding. Except for the
Subsidiary, the Company has no subsidiaries. The Subsidiary has no subsidiaries.
The Company owns all of the issued and  outstanding  shares of capital  stock of
the Subsidiary,  and such shares are duly authorized,  validly issued, full paid
and nonassessable, and free of any liens or encumbrances. Except as set forth on
Schedule 1 hereof, neither the Company nor the Subsidiary (i) has any authorized
or outstanding  subscription,  warrant,  option,  convertible  security or other
right  (contingent  or  otherwise)  to purchase or acquire any shares of capital
stock  of the  Company  or the  Subsidiary,  (ii)  is  committed  to  issue  any
subscription,  warrant,  option,  convertible security or other such right or to
issue or  distribute to holders of any shares of its capital stock any evidences
of indebtedness or assets of the Company or the Subsidiary, and/or (iii) has any
obligation  (contingent or otherwise) to purchase,  redeem or otherwise  acquire
any shares of its capital  stock or any interest  therein or to pay any dividend
or make any  other  distribution  in  respect  thereof.  Except  as set forth on
Schedule 1 hereof,  no person or entity is entitled to any preemptive or similar
right with  respect to the  issuance of any capital  stock of the Company or the
Subsidiary.  The Borrowers have provided copies of their respective  Articles of
Incorporation  and Bylaws,  in each case, as amended through,  and in effect on,
the Effective Date.


                                       3
<PAGE>

            (viii) The execution, delivery and performance of this Agreement and
the other  Financing  Documents do not and will not (with or without the passage
of time or the giving of notice):  (a) violate or conflict  with the articles of
incorporation  or  bylaws of the  Company  or the  Subsidiary;  (b)  violate  or
conflict with any law,  regulation,  judgment or order applicable to the Company
or the  Subsidiary;  (c)  violate any rule of any  self-regulatory  organization
applicable  to the Company or the  Subsidiary;  (d)  violate or  conflict  with,
result in a breach  of,  constitute  a default  or  otherwise  cause any loss of
benefit under any material  agreement or other material  obligation to which the
Company  and/or  the  Subsidiary  is a  party,  or by  which  the  Company,  the
Subsidiary  and/or any of their  respective  properties are otherwise bound; (e)
result  in the  creation  of any  encumbrance  pursuant  to, or give rise to any
penalty,  acceleration of remedies,  right of termination or otherwise cause any
alteration of any rights or obligations of any party under any contract to which
the  Company  and/or  the  Subsidiary  is a party or by which the  Company,  the
Subsidiary and/or any of their respective properties are otherwise bound; or (f)
require  any  consent,  notice,  authorization,  waiver  by or  filing  with any
governmental  agency,  administrative  body or other third party, other than the
filing  of  a  Form  D  with  the  Securities  and  Exchange   Commission   (the
"Commission") and any state securities commission.

            (ix) The Company's periodic reports filed pursuant to the Securities
Exchange  Act of 1934,  as  amended  (the  "Periodic  Reports"),  comply  in all
material respects with the provisions of the Securities  Exchange Act of 1934 as
amended (the "Exchange  Act"), and the rules  promulgated  thereunder and do not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
(in light of the circumstances  under which they were made) not misleading.  The
Periodic Reports include all certifications and statements required,  if any, by
(A) the  Commission's  Order dated June 27, 2002 pursuant to Section 21(a)(1) of
the Exchange Act (File No. 4-460),  (B) Rule 13a-14 or 15d-14 under the Exchange
Act, and (C) 18 U.S.C. ss. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002),
and each of such  certifications  and statements  contain no  qualifications  or
exceptions   to  the   matters   certified   therein   other  than  a  knowledge
qualification,  permitted  under such  provision,  and have not been modified or
withdrawn,  and neither the Company,  the Subsidiary nor any of their respective
officers has received any notice from the  Commission or any other  governmental
body  questioning or challenging the accuracy,  completeness,  form or manner of
filing or submission of such  certifications  or  statements.  The Company is in
material  compliance  with all of the  provisions of the  Sarbanes-Oxley  Act of
2002, and the provisions of such Exchange Act and the Securities Act of 1933, as
amended,  relating thereto,  applicable to the Company. The financial statements
(including  related  notes,  if any)  contained  in the  Periodic  Reports:  (i)
complied  as to form in all  material  respects  with the  published  rules  and
regulations  of  the  Commission  applicable  thereto;  (ii)  were  prepared  in
accordance with United States generally accepted  accounting  principles applied
on a consistent basis throughout the periods covered; and (iii) fairly presented
in all material respects the consolidated  financial position of the Company and
the Subsidiary as of the respective dates thereof and the  consolidated  results
of operations  and cash flows of the Company and the  Subsidiary for the periods
covered thereby.

            (x) The  Security  Agreement  creates a valid  security  interest in
favor of the  Lender in the  Collateral,  which  security  interest  will,  when
perfected,  be and remain superior and prior in right to all claims of creditors
of the Borrowers and to all other  security  interests,  liens and  encumbrances
with respect to the Collateral.


                                       4
<PAGE>

            (xi) As of the date of this  Agreement,  and as a  condition  of the
execution  and  delivery of this  Agreement  by the Lender,  the officers of the
Company have delivered an officers' certificate (the "Officers' Certificate") to
the Lender  certifying  certain  documents and actions of the Board of Directors
and the officer of the  Subsidiary has delivered an officer's  certificate  (the
"Subsidiary  Officers'  Certificate") to the Lender certifying certain documents
and actions of the board of directors of the Subsidiary.

            (xii) The Borrowers are now and shall continue to be the sole owners
of all the  Collateral  free  and  clear  of any and  all  liens,  encumbrances,
security  interests  and claims,  except for the liens  granted to the Lender or
under the Financing  Documents.  The Lender now has, and will continue to have a
valid, perfected, first priority continuing and enforceable security interest in
all of the  Collateral.  None of the Collateral now is or will be affixed to any
real  property in such a manner,  or with such  intent,  as to become a fixture.
Each Borrower is not and will not become a lessee under any real property  lease
pursuant to which the lessor may obtain any rights in any of the Collateral, and
no such lease now prohibits,  restrains,  impairs or will prohibit,  restrain or
impair each Borrower's  right to remove any Collateral from the leased premises.
The Borrowers  are fully  authorized  to sell,  transfer,  pledge and/or grant a
security  interest in each and every item of the  Collateral to the Lender.  All
documents and  agreements  related to the Collateral are true and correct and in
all  respects  what they purport to be. All  signatures  and  endorsements  that
appear thereon are genuine and all  signatories and endorsers have full capacity
to  contract.  None  of  the  transactions  underlying  or  giving  rise  to the
Collateral  violate any  applicable  state or federal laws or  regulations.  All
documents  relating to the Collateral are legally  sufficient under such laws or
regulations and shall be legally enforceable in accordance with their terms.

            (xiii) All "Copyrights," "Copyright Licenses," "Patents" and "Patent
Licenses" (each, as defined in the Security Agreement) owned by each Borrower in
its own name as of the Effective  Date are listed on Schedule 2 attached  hereto
and made a part hereof,  which listing  includes all "Trademarks" and "Trademark
Licenses" (each, as defined in the Security Agreement) owned by each Borrower in
its own name as of the Effective Date.  Each Copyright,  Patent and Trademark is
valid, subsisting, unexpired, enforceable, and has not been abandoned. Except as
set forth on Schedule 2, none of such Copyrights,  Patents and Trademarks is the
subject of any  licensing  or  franchise  agreement.  No  holding,  decision  or
judgment  has been  rendered by any  governmental  authority  which would limit,
cancel or question the validity of any Copyright, Patent or Trademark. No action
or  proceeding is pending  seeking to limit,  cancel or question the validity of
any Copyright, Patent or Trademark.

            (xiv) No  representation  or  warranty  by the  Company  and/or  the
Subsidiary  contained  in  this  Agreement  and/or  any of the  other  Financing
Documents, or any information in any schedule, instrument, or document furnished
or to be  furnished  by the  Company  and/or  the  Subsidiary  (or any of  their
respective officers,  directors,  employees, agents or representatives) pursuant
hereto or thereto (including,  but not limited to, the Officers' Certificate and
the  Subsidiary  Officer's  Certificate),  contains  any untrue  statement  of a
material fact or omits or fails to state any material fact necessary in order to
make the statements  contained  therein,  in light of the circumstances in which
made, not misleading.


                                       5
<PAGE>

      3. Borrowers' Covenants.

            (a) Affirmative  Covenants.  As long as any of the Loan  Obligations
are outstanding, the Borrowers shall ensure that:

                  (1) The Company's periodic reports to be filed pursuant to the
Exchange Act (the "Periodic  Reports") comply in all material  respects with the
provisions of the Exchange Act and the rules  promulgated  thereunder and do not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the  statements  therein
(in light of the circumstances under which they were made) not misleading.

                  (2)  The  Periodic  Reports  include  all  certifications  and
statements  required,  if any, by (i) the Commission's Order dated June 27, 2002
pursuant to Section  21(a)(1) of the  Exchange Act (File No.  4-460),  (ii) Rule
13a-14 or 15d-14 under the Exchange  Act, and (iii) 18 U.S.C.  ss. 1350 (Section
906 of the  Sarbanes-Oxley  Act of 2002),  and each of such  certifications  and
statements  contain no  qualifications  or exceptions  to the matters  certified
therein other than a knowledge qualification, permitted under such provision.

                  (3) Each Borrower  complies with all of the  provisions of the
Sarbanes-Oxley  Act of 2002,  and the  provisions  of the  Exchange  Act and the
Securities  Act of  1933,  as  amended,  relating  thereto,  applicable  to such
Borrower.

                  (4) The financial statements (including related notes, if any)
contained  in the  Periodic  Reports:  (i)  comply  as to form  in all  material
respects with the published rules and  regulations of the Commission  applicable
thereto;  (ii) are prepared in accordance with United States generally  accepted
accounting  principles  applied on a  consistent  basis  throughout  the periods
covered;  and (iii)  fairly  present in all material  respects the  consolidated
financial  position of the Company and the Subsidiary as of the respective dates
thereof and the consolidated results of operations and cash flows of the Company
and the Subsidiary for the periods covered thereby.

                  (5) Each Borrower keeps adequate  records and books of account
with respect to its business activities and properties,  in which proper entries
are made in  accordance  with  customary  accounting  practices  reflecting  all
financial transactions.

                  (6) Promptly after the sending or filing thereof,  as the case
may be, of copies of any  Periodic  Reports,  proxy or  information  statements,
registration   statements  or  other   documents  with  the  Commission  or  any
governmental  authority  which may be substituted  therefore,  the Company shall
provide such documents to the Lender.

                  (7) The  Borrowers  comply with all  statutes  and  government
regulations   and  pay  all   taxes   (including   withholdings),   assessments,
governmental  charges or levies, or claims for labor,  supplies,  rent and other
obligations  made against it or its property  which,  if unpaid,  might become a
lien or charge against the Borrowers or their properties.


                                       6
<PAGE>

                  (8) Upon  reasonable  notice and during normal business hours,
the Lender, by or through any of its officers, and/or accountants,  is permitted
to enter the  offices and plants of the  Borrowers  to examine or inspect any of
the properties,  Collateral, books and records or extracts therefrom relating to
the Borrowers'  financial or business  conditions,  to make copies of such books
and records or extracts  therefrom,  and to discuss the  affairs,  finances  and
accounts thereof with the Borrowers all at such reasonable times and as often as
the Lender or any such representative of the Lender may reasonably request.

                  (9)  Each  Borrower  maintains  its  corporate  existence  and
complies with all applicable statutes, rules and regulations,  and maintains its
properties in good repair, working order and operating condition;  the Borrowers
shall  immediately  notify the Lender of any event causing  material loss to the
value of their respective properties and assets.

                  (10)  The  Borrowers  defend  the  Lender  and the  Collateral
against the claims of all persons and entities  other than Lender;  whenever any
Collateral  is located  upon  premises  in which any third party has an interest
(whether  as  owner,  mortgagee,  beneficiary  under  a deed of  trust,  lien or
otherwise),  the Borrowers shall,  whenever  requested by the Lender,  use their
best efforts to cause such third party to execute and deliver to the Lender,  in
form  acceptable to the Lender,  such waivers and  subordinations  as the Lender
shall specify,  so as to ensure that the Lender's  rights in the Collateral are,
and will  continue to be,  superior to the rights of any such third  party;  the
Borrowers  shall keep in full force and  effect,  and will  comply  with all the
terms of, any lease of real property  where any of the  Collateral now or in the
future may be located.

                  (11) The  Borrowers  do whatever  the Lender may request  from
time to time by way of obtaining,  executing,  delivering  and filing  financing
statements,  agreements,  assignments,  landlord's or mortgagee's  waivers,  and
other notices and amendments and renewals thereof;  the Borrowers shall take any
and all steps and observe such formalities as the Lender may request in order to
create and  maintain  a valid and  enforceable  first lien upon,  pledge of, and
first priority security  interest in, any and all of the Collateral;  the Lender
is  authorized  to  file  financing  statements  without  the  signature  of the
Borrowers  and to execute and file such  financing  statements  on behalf of the
Borrowers as specified by the applicable  Uniform  Commercial Code to perfect or
maintain the Lender's security interest in all of the Collateral.

                  (12) The Borrowers provide to the Lender,  within one business
day after  becoming  aware of the occurrence or existence of an Event of Default
or a condition which would  constitute an Event of Default but for the giving of
notice or passage of time on both, notice in writing of such Event of Default or
condition.


                                       7
<PAGE>

                  (14) No Borrower shall file any  application  for the issuance
of a patent or trademark  with the United States Patent and Trademark  Office or
any similar office or agency in the United States or any other  country,  unless
the  Borrowers  have  notified  the Lender in writing of such action  and,  upon
request of the Lender, the Borrowers shall execute and deliver to the Lender any
and all assignments, agreements, instruments, documents and such other papers as
may be requested by the Lender to effect an  assignment of such  application  to
the Lender;  no Borrower  shall do any act, nor omit to do any act,  whereby any
such  patents or  trademarks,  once  granted  and which  remain  useful,  in any
material  respect,  to  the  Borrowers'  businesses,  may  become  abandoned  or
unenforceable,  and each of the Borrowers shall notify the Lender immediately if
it knows or has reason to know of any reason why any  application,  material  to
the Borrowers' businesses,  may become abandoned,  invalidated or the subject of
any suit; each Borrower shall render any assistance  reasonably necessary to the
Lender  without cost to the Lender in any  proceeding  before the United  States
Patent and Trademark Office or any similar office or agency in the United States
or any other country to maintain each  application,  material to the  Borrowers'
businesses,  for any  patents,  copyrights,  trademarks  or  other  intellectual
property,  including,  without  limitation,  the filing of all  renewals and the
payment of all annuities.

            (b) Negative  Covenants.  As long as any of the Loan Obligations are
outstanding,  the Borrowers shall not, unless otherwise  consented to in writing
by the Lender:

                  (1) Issue any shares of capital stock,  or rights,  options or
warrants to purchase  capital  stock,  or  securities  convertible  into capital
stock;  provided,  however,  that,  without such  consent,  the Company shall be
permitted to issue,  in the  aggregate,  up to 350,000 shares of Common Stock of
the Company  (subject to adjustment for stock splits,  combinations  and similar
transactions).

                  (2) Merge or consolidate with any person or entity, or convert
into any other entity; nor acquire all or any substantial part of the properties
of any person or entity;  nor sell,  lease or otherwise  dispose of any of their
respective  properties,  except for sales of inventory in the ordinary course of
business.

                  (3) Make any loans or other advances of money to any person or
entity, other than (a) advances of salary to employees,  (b) extensions of trade
credit, (c) deposits with financial  institutions,  and (d) prepaid expenses, in
each case, in the ordinary course of business.

                  (4)  Create,   incur,   assume,   or  suffer  to  exist,   any
indebtedness, except for trade credit in the ordinary course of business.

                  (5) Incur or permit  to exist  any lien or  encumbrance  on or
against  any  of the  Collateral,  except  liens  in  favor  of  the  Lender  as
contemplated in the Financing Documents.

                  (6) Declare or make any dividends or other  distributions with
respect to capital stock, or redeem or repurchase any capital stock.


                                       8
<PAGE>

                  (7) Enter  into,  or be a party to, any  transaction  with any
affiliate of the Company or the Subsidiary or any holder of any capital stock of
the Company or the Subsidiary.

                  (8)  Create  or  acquire  any   subsidiary  or  joint  venture
arrangement.

                  (9) File any UCC-3 or similar termination  statement affecting
any UCC-1 or similar financing statement in favor of the Lender.

                  (10) Agree to, or permit to occur,  any amendment,  supplement
or  addition  to  the  Company's  or  the  Subsidiary's  charter,   articles  or
certificate of incorporation, bylaws or other organizational documents.

                  (c)  Reservation  of  Shares.  As  long  as any  of  the  Loan
Obligations are outstanding,  the Company shall, at all times,  reserve and keep
available  out of its  authorized  but  unissued  shares of Common Stock for the
purpose of effecting the conversion of the Current Loan Note and the Future Loan
Notes, if any, and exercise of the Warrants,  such number of its duly authorized
shares of Common  Stock as shall be  sufficient  to effect such  conversion  and
exercise.  If, at any time,  the number of  authorized  but  unissued  shares of
Common Stock shall not be sufficient to effect such conversion and exercise, the
Company  shall  forthwith  take such action as may be  necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient  for such  purposes.  The Company shall obtain any  authorization,
consent,  approval  or other  action by, or make any filing  with,  any court or
administrative  body that may be required under applicable state securities laws
in connection  with the issuance of shares of Common Stock upon such  conversion
and exercise.

                  (d)  Indemnification.  The  Borrowers,  jointly and severally,
shall  indemnify and hold harmless the Lender,  his heirs,  executors,  personal
representatives,  affiliates,  successors and assigns,  from and against any and
all losses, liabilities, damages, penalties, costs, fees and expenses (including
legal fees and disbursements) which may result, directly or indirectly, from the
Borrowers'  misrepresentations  or  misstatements  contained  in this  Agreement
and/or the other Financing Documents, or breaches thereof.

            4.  Events  of  Default.  Any  one or more  of the  following  shall
constitute an "Event of Default" as such term is used herein,  without regard to
the reason and  whether it shall be  voluntary  or  involuntary  or  effected by
operation of law or pursuant to any judgment,  decree or order of any court,  or
any order, rule or regulation of any administrative or governmental body:

            (a)  Payments.  Any  default  in the  payment of the  principal  of,
interest on, or  liquidated  damages in respect of, the Current Loan Note or the
Future  Loan Notes,  if any,  as and when the same shall  become due and payable
(whether by  acceleration  or otherwise)  which default is not cured within five
days of notice of such default sent by the Lender.


                                       9
<PAGE>

            (b)  Covenants.  Any  Borrower  shall fail to observe or perform any
other  covenant,  agreement or warranty  contained  in, or otherwise  commit any
breach of, any of the Financing Documents.

            (c) Representations and Warranties. Any representation,  warranty or
statement made in this Agreement or any other Financing  Document,  or any other
material  information  furnished by the Company or the Subsidiary to the Lender,
shall have been false or misleading  in any material  respect at the time it was
made.

            (d) Solvency,  Etc. Any Borrower shall  commence,  or there shall be
commenced  against  any  Borrower,  a case under any  applicable  bankruptcy  or
insolvency  laws as now or hereafter in effect,  or any Borrower  commences  any
other  proceeding  under any  reorganization,  arrangement,  adjustment of debt,
relief of debtors, dissolution,  insolvency or liquidation or similar law of any
jurisdiction  whether now or hereafter in effect  relating to any  Borrower,  or
there is commenced against any Borrower any such bankruptcy, insolvency or other
proceeding which remains undismissed for a period of 60 days; or any Borrower is
adjudicated  insolvent  or  bankrupt;  or any  order of  relief  or other  order
approving any such case or proceeding  is entered;  or any Borrower  suffers any
appointment of any custodian or the like for it or any  substantial  part of its
property which  continues  undischarged  or unstayed for a period of 60 days; or
any Borrower  makes a general  assignment  for the benefit of creditors;  or any
Borrower shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts  generally  as they become due; or any  Borrower  shall
call  a  meeting  of its  creditors  with a view  to  arranging  a  composition,
adjustment or  restructuring  of its debts;  or any Borrower shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the foregoing;  or any corporate or other action is taken by any Borrower
for the purpose of effecting any of the foregoing.

            (e)  Other  Defaults.  Any  Borrower  shall  default  in  any of its
obligations  under any  other  mortgage,  credit  agreement  or other  facility,
indenture  agreement,  factoring agreement or other instrument under which there
may be issued,  or by which there may be secured or evidenced,  any indebtedness
for  borrowed  money or money  due  under any long  term  leasing  or  factoring
arrangement  of  the  Company  in an  amount  exceeding  $10,000,  whether  such
indebtedness  now exists or shall  hereafter be created,  and such default shall
result in such indebtedness  becoming or being declared due and payable prior to
the date on which it would otherwise become due and payable.

            (f) Change of Control.  The Company  shall be a party to any "Change
of Control  Transaction"  (as defined herein).  For purposes hereof,  "Change of
Control Transaction" means the occurrence after the Effective Date of any of (i)
an acquisition by an individual or legal entity or "group" (as described in Rule
13d-5(b)(1)  promulgated  under the Exchange Act) of effective  control (whether
through  legal or  beneficial  ownership  of capital  stock of the  Company,  by
contract  or  otherwise)  of in excess of 40% of the  voting  securities  of the
Company, or (ii) a replacement at one time or within a three year period of more
than  one-half of the members of the Company's  board of directors  which is not
approved  by a majority  of those  individuals  who are  members of the board of
directors  on the  Effective  Date (or by those  individuals  who are serving as
members of the board of directors on any date whose  nomination  to the board of
directors  was  approved by a majority of the members of the board of  directors
who are members on the Effective Date), or (iii) the execution by the Company of
an agreement to which the Company is a party or by which it is bound,  providing
for any of the events set forth above in (i) or (ii).


                                       10
<PAGE>

            (g) Judgments. A final judgment for the payment of money aggregating
in excess of $10,000  shall be rendered  against the Company or the  Subsidiary,
and such judgment shall not be discharged within a period of sixty days.

            (i) Challenge to  Enforceability.  The validity or enforceability of
any  provision  of this  Agreement  or the other  Financing  Documents  shall be
contested by the Company or the Subsidiary,  or by any stockholder or officer of
the Company or the Subsidiary,  or the Company or the Subsidiary shall deny that
it has any further liability or obligation hereunder or thereunder.

            5. Lender's Remedies Upon an Event of Default.

            (a)  Acceleration.  Upon the  occurrence  of any  Event  of  Default
hereunder,  the Lender, upon written notice to the Borrower,  may accelerate the
maturity of all Loan  Obligations,  whereupon  all such Loan  Obligations  shall
become immediately due and payable in full without any presentment or demand and
without  any  further  or other  notice  of any kind,  all of which  are  hereby
expressly waived by the Borrowers.

            (b) Other  Remedies.  Upon the  occurrence  of any Event of  Default
hereunder,  the Lender may exercise any and all other rights, powers or remedies
as may be provided in this Agreement or in the other Financing Documents, and/or
as may be provided  at law or in equity.  No right or remedy  conferred  upon or
reserved to the Lender under this Agreement or any other  Financing  Document is
intended  to be  exclusive  of any other  right or remedy,  and every  right and
remedy shall be cumulative  and in addition to every other right or remedy given
hereunder or now or hereafter existing under any applicable law. Every right and
remedy  given  by this  Agreement  or by  applicable  law to the  Lender  may be
exercised  from  time to time  and as often as may be  deemed  expedient  by the
Lender. Each Borrower shall be and remain jointly, severally and unconditionally
liable,  for  all of the  Loan  Obligations  remaining  after  crediting  to the
Borrowers any net proceeds  received by the Lender following  exercise of any of
its rights and remedies hereunder. Nothing contained in this Agreement or any of
the other Financing Documents shall be construed as requiring the Lender to take
any particular  enforcement or remedial  action or combination of enforcement or
remedial actions at any time.

            6.  Reimbursement  of Lender's  Fees and  Expenses.  The  Borrowers,
jointly and severally,  shall be responsible for, and shall pay or reimburse the
Lender for, the fees and expenses of the Lender's legal counsel  relating to the
preparation and negotiation of this Agreement and the other Financing Documents,
the consummation of the transactions  contemplated  hereby,  all filings related
thereto  with the  Commission  or any  other  governmental  agency,  any and all
disputes arising out of the Agreement, the other Financing Documents and/or such
transactions, and the collection of any and all amounts due to the Lender under,
and the enforcement of, the Financing Documents.


                                       11
<PAGE>

            7. Entire Agreement;  Amendments and Waivers. This Agreement and the
other Financing  Documents  constitute the entire agreement  between the parties
pertaining  to  the  subject  matter   hereof,   and  supersede  all  prior  and
contemporaneous agreements, understandings,  negotiations and discussions of the
parties,  whether oral or written.  The  provisions of this Agreement may not be
amended,  modified or  supplemented,  and waivers or consents to departures from
the provisions hereof may not be given,  unless the same shall be in writing and
signed by the Company, the Subsidiary and the Lender.

            8. Notice. Any and all notices or other communications or deliveries
to be  provided  by the  Lender  hereunder  or under any of the other  Financing
Documents shall be in writing and delivered personally,  by facsimile or sent by
a nationally recognized overnight courier service,  addressed to the Company (or
in the case of the Subsidiary,  c/o of the Company) at 4211 Yonge Street,  Suite
235, Toronto,  Ontario,  Canada M2P 2A9, facsimile number (416) 223-4046,  Attn:
Todd  Gotlieb  or such other  address or  facsimile  number as the  Company  may
specify for such purposes by notice to the Lender  delivered in accordance  with
this Section.  Any and all notices or other  communications  or deliveries to be
provided by the Company and/or the Subsidiary  hereunder shall be in writing and
delivered personally,  by facsimile or sent by a nationally recognized overnight
courier service addressed to the Lender c/o Michael Conron, 1800 Mercantile Bank
& Trust Building,  Baltimore,  Maryland 21201, facsimile number 410-244-7742, or
such other  address or  facsimile  number as the  Lender  may  specify  for such
purposes by notice to the Borrowers  delivered in accordance  with this Section.
Any notice or other communication or deliveries  hereunder shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or
communication  is delivered  via  facsimile at the  facsimile  telephone  number
specified in this Section prior to 5:30 p.m.  (Baltimore,  Maryland time),  (ii)
the date after the date of  transmission,  if such  notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section later than 5:30 p.m. (Baltimore,  Maryland time) on any date and earlier
than  11:59  p.m.  (Baltimore,  Maryland  time) on such  date,  (iii) the second
"Business  Day" (as defined  herein)  following the date of mailing,  if sent by
nationally  recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such  notice is  required to be given.  For  purposes  hereof,
"Business  Day"  shall mean any day  except  Saturday,  Sunday and any day which
shall be a United States federal legal holiday.

            9.  Severability.  If any term,  provision,  or  restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their reasonable  efforts to find and employ an alternative means to achieve the
same or  substantially  the  same  result  as that  contemplated  by such  term,
provision,  covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining  terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


                                       12
<PAGE>

            10. Governing Law; Jurisdiction; Waiver of Jury Trial. All questions
concerning the construction,  validity,  enforcement and  interpretation of this
Agreement  and/or  the  other  Financing  Documents  shall  be  governed  by and
construed and enforced in accordance  with the internal laws of the State of New
York,  without regard to the principles of conflicts of law thereof.  Each party
agrees that all legal proceedings  concerning the  interpretations,  enforcement
and defense of the transactions  contemplated by any of the Financing  Documents
(whether brought against a party hereto or its respective affiliates, directors,
officers,  shareholders,  employees or agents)  shall be commenced in the United
States  District Court for the Northern  District of Maryland or any state court
located in Baltimore,  Maryland  (the  "Applicable  Courts").  Each party hereto
hereby  irrevocably  submits to the  exclusive  jurisdiction  of the  Applicable
Courts for the adjudication of any dispute  hereunder or in connection  herewith
or with any transaction  contemplated hereby or discussed herein (including with
respect  to the  enforcement  of any of the  Financing  Documents),  and  hereby
irrevocably  waives, and agrees not to assert in any suit, action or proceeding,
any claim  that it is not  personally  subject to the  jurisdiction  of any such
court,  or such Applicable  Courts are improper or  inconvenient  venue for such
proceeding. Each party hereby irrevocably waives personal service of process and
consents  to process  being  served in any such suit,  action or  proceeding  by
mailing a copy thereof via  registered or certified  mail or overnight  delivery
(with  evidence of  delivery) to such party at the address in effect for notices
to it under this  Agreement and agrees that such service shall  constitute  good
and sufficient  service of process and notice thereof.  Nothing contained herein
shall be  deemed to limit in any way any right to serve  process  in any  manner
permitted by law. Each party hereto hereby  irrevocably  waives,  to the fullest
extent  permitted by  applicable  law, any and all right to trial by jury in any
legal  proceeding  arising out of or relating to the Financing  Documents or the
transactions contemplated hereby.


            11.  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties.  The  Borrowers  may not assign any of their rights or  obligations
hereunder without the prior written consent of the Lender. The Lender may assign
its respective rights hereunder and/or the other Financing Documents.

            12.  Counterparts.  This  Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.  In
the event that any  signature  is  delivered  by  facsimile  transmission,  such
signature shall create a valid binding  obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.

            13. Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       13
<PAGE>

      IN WITNESS  WHEREOF,  each party hereto has executed  this  Agreement,  or
caused this Agreement to be executed by its duly authorized  officer,  as of the
Effective Date.


WITNESS                                              BORROWERS:

                                                     SBS INTERACTIVE, CO.

                                                      By:   /s/ Todd Gotlieb
----------------------                                     ---------------------
                                                           Name:  Todd Gotlieb
                                                           Title:  President

                                                     SBS INTERACTIVE, INC.

                                                      By:  /s/ Todd Gotlieb
----------------------                                     ---------------------
                                                           Name:  Todd Gotlieb
                                                           Title:  President

                                                     LENDER:

                                                          /s/ Arthur Cohn
----------------------                                     ---------------------
                                                          Arthur Cohn


                    [Signature Page to Master Loan Agreement]


<PAGE>

                              MASTER LOAN AGREEMENT

                                   Schedule 1

                                 Capitalization

<PAGE>

                              MASTER LOAN AGREEMENT

                                   Schedule 2

                       Copyrights, Patents and Trademarks


Patent No.                                                 Owner
-------------------                                        -----

6,072,933                                                  SBS Interactive, Inc.

Patent Re-issue No.                                        Owner
-------------------                                        -----

10/006,971                                                 SBS Interactive, Inc.