EXHIBIT 10.16


                             INTERCREDITOR AGREEMENT


      This  Intercreditor  Agreement  (this  "Agreement"),  dated as of June 28,
2004,  is by and among  CrossHill  Georgetown  Capital,  L.P.  ("CrossHill"),  a
Delaware limited  partnership,  Cornell Capital Partners,  L.P.  ("Cornell"),  a
Delaware  limited  partnership,   (Cornell  and  CrossHill,   collectively,  the
"Lenders") and Solution Technology  International,  Inc., a Delaware corporation
(the "Borrower"). All terms used herein which are defined in Section 1 hereof or
in the text of any other Section hereof shall have the meanings given therein.

                                   WITNESSETH:

      WHEREAS,  pursuant to that certain Loan and Security Agreement dated as of
January 10,  2003,  as amended  (the  "CrossHill  Loan  Agreement")  between the
Borrower and  CrossHill,  CrossHill  has made and may hereafter  make  revolving
loans  to  the  Borrower  in the  maximum  principal  amount  of  $750,000  (the
"CrossHill Loan");

      WHEREAS,  pursuant to the  CrossHill  Loan  Agreement,  the  Borrower  has
granted liens in substantially all of its assets (the  "Collateral") in favor of
CrossHill to secure the Obligations defined in the CrossHill Loan Agreement;

      WHEREAS,  pursuant to that certain Convertible  Debenture dated as of June
28, 2004 (the "Cornell Loan  Agreement"  and,  together with the CrossHill  Loan
Agreement,  collectively, the "Loan Agreements") among the Borrower and Cornell,
Cornell  is making a loan on the date  hereof  to the  Borrower  in the  maximum
principal amount of $600,000 (the "Cornell Loan" and together with the CrossHill
Loan, the "Loans" and each a "Loan");

      WHEREAS,  pursuant to that certain Security Agreement dated as of June 28,
2004 (the "Cornell Security Agreement"),  the Borrower has granted a lien in the
Collateral in favor of Cornell and to secure its  obligations  under the Cornell
Loan Agreement;

      WHEREAS,  the  Borrower  must obtain the consent of  CrossHill to the lien
granted to Cornell under the Cornell Security Agreement;

      WHEREAS,  the  Lenders  desire  to  agree  upon  the  priorities  of their
respective  liens on the Collateral  and for the  application of proceeds of the
Collateral  after  certain  events  and  certain  payments  with  respect to the
Indebtedness  (as that term is defined  below) and to agree upon  various  other
matters with respect to their respective  agreements with the Borrower and their
rights thereunder.

      NOW,  THEREFORE,  for the above reasons,  in  consideration  of the mutual
covenants herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

      1.    Definitions.

            Unless otherwise defined herein, for the purposes of this Agreement,
the  following  terms shall have the meanings  specified  with  respect  thereto
below.  Any plural  term that is used herein in the  singular  shall be taken to
mean each entity or item of the defined class and any singular term that is used
herein in the plural  shall be taken to mean all of the entities or items of the
defined class, collectively.


<PAGE>

            "Enforcement"  shall mean (a) for any Lender to make written  demand
for payment of or accelerate the time for payment of any of the Indebtedness (as
that  term is  defined  below)in  favor of such  Lender,  (b) for any  Lender to
terminate its commitment to make revolving loans prior to the scheduled date for
the  expiration  of such  commitment,  as such date may be extended from time to
time, (c) for any Lender to commence enforcement of any rights or remedies under
or with respect to any Loan Agreement,  any note, or any other Indebtedness,  or
to set off or appropriate any balances held by it for the account of Borrower or
any  other  property  at any time  held or owing by it to or for the  credit  or
account of Borrower, (d) for any Lender to commence the judicial or non judicial
enforcement of any rights or remedies  under the Loan  Agreements or the Cornell
Security Agreement (the "Collateral Documents") (other than an action solely for
the  purpose of  establishing,  continuing  or  defending  the lien or  security
interest  intended  to be created  by the  Collateral  Documents  upon or in any
Collateral as against or from claims of third parties on or in such Collateral),
to appropriate any property at any time held or owing by it to or for the credit
or for the account of any  Borrower or to  otherwise  take any action to realize
upon the  Collateral,  or (e) the  commencement  by,  against or with respect to
Borrower of any proceeding  under any  bankruptcy,  reorganization,  compromise,
arrangement,  insolvency,  readjustment  of debt,  dissolution or liquidation or
similar  law or for the  appointment  of a receiver  ("Insolvency  Proceedings")
either.

            "Enforcement  Proceeds" shall have the meaning given in Section 4(a)
hereof.

            "Event  of  Default"  shall  mean the  occurrence  of an  "Event  of
Default", as defined in the Loan Agreements, which is not waived by a Lender.

            "Indebtedness"  shall mean the principal  amount of and interest due
to the Lenders, and all of the other present or future indebtedness, liabilities
and  obligations  of Borrower now or hereafter owed to any or all of the Lenders
under the Note, the Loan Agreements,  the Collateral Documents or any agreements
or instruments delivered under or in connection therewith,  and all renewals and
extensions thereof; provided that any amount of Indebtedness that is not allowed
as a  claim  against  the  Borrower  in  any  Insolvency  Proceeding  shall  not
constitute  "Indebtedness"  for the  purposes  of Section  4(c) and 4(d) of this
Agreement.

            "Note"  shall mean the note issued  pursuant to the  CrossHill  Loan
Agreement.

            "Sharing  Date"  with  respect  to an  Enforcement  shall  mean  the
earliest  date on or prior to the  date of such  Enforcement  and (a) on which a
Sharing  Event occurs and (b) on each date after  which,  until the date of such
Enforcement, one or more Sharing Events were in effect.

            "Sharing Event" shall mean (a) an Enforcement, (b) the occurrence of
any Event of Default  (unless such Event of Default has been waived  pursuant to
the terms of the Loan Agreements with the consent of the respective  Lender), or
(c) any refusal by either  Lender to make any  revolving  loan  requested by the
Borrower  (irrespective of whether the conditions precedent thereto specified in
the applicable  Loan Agreement  have been  satisfied)  where such revolving loan
would not cause the  Borrower to exceed the  limitations  set forth in such Loan
Agreement.


                                       2
<PAGE>

      2.    Lien  Priorities.  The  parties  hereto  expressly  agree  that  the
security   interests   and  liens  granted  to  the  Lenders  shall  secure  the
Indebtedness on a pro-rata basis and that, notwithstanding the relative priority
or the time of grant, creation, attachment or perfection under applicable law of
any security interests and liens of the Lenders upon or in any of the Collateral
to secure any  Indebtedness,  whether such security  interests and liens are now
existing or hereafter  acquired or arising and whether such  security  interests
and liens are in or upon now  existing or  hereafter  arising  Collateral,  such
security  interests  and liens shall be first and prior  security  interests and
liens in favor of the Lenders to secure the Indebtedness on a pro-rata basis.

      3.    Certain Notices. Each Lender agrees to use its reasonable efforts to
give to the others (a) copies of any notice of the occurrence or existence of an
Event of Default sent to Borrower,  promptly after the sending of such notice to
Borrower,  (b) notice of the  occurrence  or existence of an Event of Default of
which such party has knowledge,  promptly after obtaining knowledge thereof, (c)
notice of  refusal  of a Lender to make a  revolving  loan  promptly  after such
refusal,  and (d) notice of an  Enforcement  by such party,  prior to commencing
such Enforcement, but the failure to give any of the foregoing notices shall not
affect the validity of such notice of an Event of Default  given to the Borrower
or create a cause of action  against or cause a forfeiture  of any rights of the
party  failing to give such notice or create any claim or right on behalf of any
other Lender or third party.

      4.    Distribution of Proceeds of Collateral After Enforcement; Sharing of
Certain Payments.

            (a)   Distribution  of  Enforcement   Proceeds.  On  and  after  the
occurrence of a Sharing Event, all proceeds of Collateral received by any Lender
(including,  without  limitation,  any amount of any balances held by any Lender
for the account of any other Lender or any other property held or owing by it to
or for the credit or for the account of any Lender setoff or appropriated by it)
("Enforcement  Proceeds") shall be delivered to the Lenders and distributed on a
pro rata basis.

            (b)   Distribution  of  Payments  to be  Shared.  On and  after  the
occurrence of a Sharing  Event,  and any other  payments  received,  directly or
indirectly,  by any Lender on or with  respect to any  Indebtedness  (including,
without limitation, any payment under any guaranty agreement, any payment in any
Insolvency  Proceeding and the proceeds from any sale of any Indebtedness or any
interest  therein  to  Borrower)  shall be shared by the  Lenders  on a pro rata
basis.

            (c)   Priority  of   Distributions.   The  distribution  of  amounts
described  in  Section  4(a) and (b) shall be made to the  Lenders on a pro rata
basis, with payments being made to each Lender in the following order:

                  (i)   first,  to  pay  each  Lender's   reasonable  costs  and
expenses in connection with such Enforcement;

                  (ii)  second, to pay accrued and unpaid interest on each Loan;


                                       3
<PAGE>

                  (iii) third, to pay unpaid principal on each Loan; and

                  (iv)  finally,  the balance of proceeds of the  Collateral and
any payments, if any, shall be paid as required by law.

            (e)   Application   of  Payments  to  be  Shared  by  Lenders.   The
distribution provisions of this Section 4 are for the purpose of determining the
relative  amounts to be  distributed  to the  Lenders and not for the purpose of
creating an  agreement  among the parties as to the manner in which any payments
and/or  proceeds  distributed to them pursuant to this Section 4 are actually to
be applied to pay the Indebtedness.

            (e)   Pro-rata Sharing. All of the rights, interests and obligations
of each Lender under the Loan Agreements and the Collateral Documents, including
security  interests  in the  Collateral,  shall be shared by the  Lenders in the
ratio of (a) the aggregate original principal amount of the sum of such Lender's
Loans under the Loan  Agreements  to (b) the aggregate  principal  amount of all
Loans to Borrower under the Loan Agreements.  Any reference in this Agreement to
an  allocation  between  or sharing by the  Lenders  of any right,  interest  or
obligation  "ratably,"  "proportionally" or in similar terms shall refer to this
ratio.

      5.    Other Guaranties; Liens and Security Interests.

            (a)   Each of the Lenders  agrees that it may exercise any rights or
remedies under the Loan Agreements or the Collateral Documents which have or may
have  arisen  or  which  may  arise as a result  of an  Event of  Default  or an
acceleration  of the  maturities of the  Indebtedness  and that it will give the
other  Lender  prompt  written  notice  of the  exercise  of any such  rights or
remedies.

            (b)   No Lender shall take or receive a security interest in or lien
upon any of the  property or assets of  Borrower as security  for the payment of
any indebtedness of Borrower other than the Indebtedness,  nor shall Lender take
or receive a security  interest in or a lien upon any of the  property or assets
of Borrower as security for the payment of any Indebtedness other than liens and
security interests granted to such Lender in the Collateral pursuant to the Loan
Agreements and/or the Collateral Documents.

            (c)   Nothing  contained in this Agreement  shall (i) prevent either
Lender  from  imposing  a  default  rate of  interest  in  accordance  with  the
applicable Loan Agreement, or the Note, as applicable,  or prevent a Lender from
raising any  defenses in any action in which it has been made a party  defendant
or has been joined as a third  party,  or (ii) affect or impair the right aither
Lender may have under the terms and  conditions  governing the  Indebtedness  to
accelerate  and  demand  repayment  of such  Indebtedness.  Subject  only to the
express  limitations set forth in this Agreement,  each Lender retains the right
to freely exercise its rights and remedies as a general  creditor of Borrower in
accordance with applicable law and agreements with Borrower,  including  without
limitation  the right to file a lawsuit  and obtain a judgment  therein  against
Borrower and to enforce such judgment  against any assets of the Borrower  other
than the Collateral.  Nothing  contained in this Agreement shall be construed as
an amendment of, or a waiver of or a consent to the departure by Borrower  from,
any provision of the Loan Agreements.


                                       4
<PAGE>

            (e)   Subject to the  provisions set forth in this  Agreement,  each
Lender may (without  having to account  therefor to any other Lender) own, sell,
acquire and hold equity and debt  securities  of the  Borrower and lend money to
and generally engage in any kind of business with the Borrower,  and, subject to
the  provisions  of this  Agreement,  the Lenders  may prior to a Sharing  Event
accept  interest,  principal  payments,  fees and other  consideration  from the
Borrower for services in  connection  with this  Agreement or otherwise  without
having to account for the same to the other Lender.

      6.    Accounting; Adjustments.

            (a)   Each Lender agrees to render an accounting to the other Lender
of the amounts of the  outstanding  Indebtedness,  receipts of payments from the
Borrower and of other items  relevant to the  provisions of this  Agreement upon
the reasonable  request from the other Lender as soon as reasonably  practicable
after such request, giving effect to the application of payments and collections
as hereinbefore provided in this Agreement.

            (b)   Each party hereto agrees that (i) to the extent any payment of
any payment  distributed  to it  hereunder  is in excess of the amount due to be
distributed  to it  hereunder,  it shall pay to the other  parties  hereto  such
amounts so that,  after giving effect to such payments,  the amounts received by
all parties are equal to the amounts to be paid to them  hereunder,  and (ii) in
the event any payment of any payment  made to any party  hereto is  subsequently
invalidated,  declared  fraudulent or preferential,  set aside or required to be
paid to a trustee,  receiver, or any other party under any bankruptcy act, state
or federal law,  common law or equitable  cause,  then each of the other parties
hereto  shall pay such party such amounts so that,  after  giving  effect to the
payments hereunder by all other parties, the amounts received by all parties are
not in excess of the amounts to be paid to them hereunder as though such payment
so invalidated, declared to be fraudulent or preferential, set aside or required
to be repaid  had not been  made.

      7.    Notices.  Except as otherwise  expressly provided herein, any notice
required  or desired  to be served,  given or  delivered  hereunder  shall be in
writing,  and shall be deemed to have been  validly  served,  given or delivered
three (3) business days after  deposit in the United  States mails,  with proper
postage  prepaid,  one  business  day after  delivery  to a courier for next day
delivery,  upon delivery by courier or upon  transmission by telecopy or similar
electronic  medium  (provided  that a copy  of any  such  notice  sent  by  such
transmission  is also sent by one of the other means provided  hereunder  within
one day after the date sent by such  transmission)  to the  addresses  set forth
below the  signatures  hereto,  with a copy to any person or  persons  set forth
below such signature shown as to receive a copy, or to such other address as any
party designates to the others in the manner herein prescribed. Any party giving
notice to any other party hereunder shall also give copies of such notice to all
other parties.

      8.    Contesting   Liens  or  Security   Interests;   No  Partitioning  or
Marshalling of Collateral; Contesting Indebtedness.

            No Lender  shall  contest  the  validity,  perfection,  priority  or
enforceability of or seek to avoid,  have declared  fraudulent or have put aside
any lien or security interest granted to any other Lender as contemplated hereby
and  each  party  hereby  agrees  to  cooperate  in the  defense  of any  action
contesting the validity, perfection, priority or enforceability of such liens or
security interests.


                                       5
<PAGE>

      9.    No  Additional  Rights  for  Borrower  Hereunder.  Borrower,  by its
consent hereto,  acknowledges that it shall have no rights under this Agreement.
If either Lender shall violate the terms of this Agreement,  Borrower agrees, by
its consent  hereto,  that it shall not use such  violation  as a defense to any
enforcement  by any such party against  Borrower nor assert such  violation as a
counterclaim or basis for setoff or recoupment against any such party.

      10.   Insolvency  Proceedings.  Nothing  contained  herein  shall limit or
restrict the independent right of any Lender to initiate an action or actions in
any Insolvency  Proceeding in its individual  capacity and to appear or be heard
on any  matter  before  the  bankruptcy  or other  applicable  court in any such
proceeding,   including,  without  limitation,  with  respect  to  any  question
concerning the  post-petition  usage of collateral and  post-petition  financing
arrangements,  provided such  initiating  Lender  provides other Lender prior or
concurrent  notice of the initiation of any such action.  This  Agreement  shall
survive the commencement of any Insolvency Proceeding.

      11.   Independent  Credit  Investigation.   No  Lender,  nor  any  of  its
respective directors, officers, agents or employees, shall be responsible to any
of the others for the solvency or financial condition of Borrower or the ability
of Borrower to repay any of the  Indebtedness or perform its  obligations  under
any of the Collateral  Documents,  or for the value,  sufficiency,  existence or
ownership of any of the  Collateral,  the  perfection  or vesting of any lien or
security interest,  or the statements of Borrower,  oral or written,  or for the
validity,  sufficiency or enforceability  of any of the  Indebtedness,  the Loan
Agreements,  the Note,  any  document  or  agreement  executed or  delivered  in
connection  with or pursuant to any of the  foregoing,  or any liens or security
interests granted by Borrower in connection  therewith.  Each Lender has entered
into its  respective  financial  agreements  with  Borrower  based  upon its own
independent  investigation,  and  makes no  warranty  or  representation  to the
others,  nor does it rely upon any  representation  by any of the  others,  with
respect to the matters identified or referred to in this Section.

      12.   Supervision of Obligations. Except to the extent otherwise expressly
provided  herein,  each Lender  shall be entitled  to manage and  supervise  the
obligations  of the Borrower to it in accordance  with  applicable  law and such
Lender's  practices in effect from time to time without  regard to the existence
of any other Lender.

      13.   Turnover of Collateral.  If after a Sharing Event, a Lender acquires
custody,  control or possession of any Collateral or any proceeds  thereof other
than pursuant to the terms of this Agreement,  such Lender,  as the case may be,
shall promptly cause such  Collateral or the proceeds  thereof to be distributed
in accordance  with the  provisions of Section 4 of this  Agreement.  Until such
time as such Lender shall have complied with the  provisions of the  immediately
preceding sentence,  such Lender shall be deemed to hold such Collateral and the
proceeds thereof in trust for the parties entitled thereto under this Agreement.

      14.   Amendment.  This Agreement and the provisions hereof may be amended,
modified or waived only by a writing signed by all of the Lenders.


                                       6
<PAGE>

      15.   Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the  benefit of the  respective  successors  and assigns of each of the
parties hereof,  including  subsequent  holders of the  Indebtedness and persons
subsequently  becoming parties to the Loan Agreements as a "Lender"  thereunder,
provided   that  no  Lender  shall  assign  or  transfer  any  interest  in  any
Indebtedness  or permit such  person to become such a party to a Loan  Agreement
unless such transfer or  assignment  is made subject to this  Agreement and such
transferee, assignee or person becomes a signatory to this Agreement and assumes
the obligations of the transferor or assignor  hereunder from and after the time
of such transfer or assignment or the time such person becomes a party to a Loan
Agreement.  Upon an  assignment  by any Lender of all or any portion of any Note
and the assumption by the transferee of such Lender's  obligations  hereunder in
respect of such Note,  or portion  thereof,  so  assigned,  such Lender shall be
automatically  released from all obligations  thereafter  accruing  hereunder in
respect of such Note or portion thereof, so assigned.

      16.   Termination.  In the event (i) a Loan Agreement is  terminated,  all
Indebtedness  of the  Borrower  is paid in full,  and (ii) the  Lenders  have no
outstanding  obligations  hereunder with respect to payments previously received
and distributed hereunder, this Agreement shall terminate 91 days after the last
to occur of any event referred to in the preceding  clauses (i) and (ii) so long
as no proceeding under any bankruptcy, reorganization,  compromise, arrangement,
insolvency,  readjustment of debt,  dissolution or liquidation or similar law or
for the  appointment of a receiver for Borrower or its assets is commenced prior
to such 91st day.

      17.   Amendment,  Supplement or Waiver of Agreements  with Borrower,  etc.
Nothing  contained in this  Agreement  shall limit or restrict the rights of the
Lenders and the Borrower to amend, supplement, restate or waive any provision of
the Loan Agreement to which they are a party, any Note or any guaranty agreement
or other  agreement or instrument  related  thereto or executed and delivered in
connection therewith (including,  without limitation,  to increase the amount of
Indebtedness or waive an Event of Default), provided no such amendment increases
the amount of any Lender's Loan.

      18.   Cooperation.  The Lenders hereby agree to fully  cooperate with each
other in order to promptly discharge the terms and provisions of this Agreement.
The Lenders also hereby agree, from time to time, to execute and deliver any and
all other agreements,  documents or instruments and to take such actions, all as
may be reasonably  necessary to effectuate  the terms,  provisions and intent of
this Agreement.

      19.   Representations and Warranties.  Each Lender represents and warrants
to the Lenders that it is duly organized,  validly existing and in good standing
under the laws of this respective jurisdiction of incorporation or organization,
that it has all necessary  corporate  power and authority to execute and deliver
this Agreement and to perform its respective  obligations  hereunder,  that this
Agreement  has been duly  authorized,  executed  and  delivered  by it or on its
behalf, and that this Agreement is enforceable against it in accordance with its
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
reorganization,  arrangement,  insolvency,  fraudulent conveyance, moratorium or
similar laws affecting the  enforcement of the rights of creditors  generally as
at the time in effect,  by common law or statutory  requirements with respect to
commercial reasonableness, and by general principles of equity.


                                       7
<PAGE>

      20.   No Third Party  Beneficiaries.  This Agreement is intended solely to
govern the relationship among the Lenders,  and intended for the sole benefit of
the Lenders and their transferees,  successors and assigns. This Agreement shall
not benefit or create any right or cause of action in, or on behalf of, Borrower
or other person,  other than the Lenders and their  transferees,  successors and
assigns.

      21.   Counterparts. This Agreement may be executed in several counterparts
and by each party on a separate counterpart, each of which, when so executed and
delivered,  shall be an original, but all of which together shall constitute but
one and the  same  instrument.  In  proving  this  Agreement,  it  shall  not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought.

      23.   Governing  Law.  THIS  AGREEMENT  SHALL BE GOVERNED AS TO  VALIDITY,
INTERPRETATIONS, ENFORCEMENT EVENT AND EFFECT BY THE LAWS OF THE COMMONWEALTH OF
VIRGINIA  (EXCLUDING ANY CONFLICTS OF LAW RULES WHICH WOULD OTHERWISE CAUSE THIS
AGREEMENT TO BE GOVERNED BY THE LAWS OF ANY OTHER JURISDICTION).

                            [Signature page follows]


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<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Intercreditor Agreement
as of the day and year first written above.

                                            CROSSHILL GEORGETOWN CAPITAL, L.P.


                                            By: /s/ Stephen X. Graham
                                               ---------------------------------
                                            Name:  Stephen X. Graham
                                            Title: Principal
                                                  ------------------------------

                                            Address for notices:

                                            1000 Wilson Boulevard
                                            Suite 1850
                                            Arlington, Virginia 22209

                                            CORNELL CAPITAL PARTNERS, L.P.


                                            By: /s/ David Gonzalez
                                               ---------------------------------
                                            Name: David Gonzalez
                                            Title:
                                                  ------------------------------

                                            Address for notices:

                                            101 Hudson Street, Suite 3700
                                            Jersey City, New Jersey 07303
                                            Attn: Troy J. Rillo, Esq.


<PAGE>

                   ACKNOWLEDGMENT OF AND CONSENT AND AGREEMENT
                           TO INTERCREDITOR AGREEMENT

      The undersigned, the Borrower described in the Intercreditor Agreement set
forth above, acknowledges and, to the extent required, consents to the terms and
conditions thereof. The undersigned Borrower does hereby further acknowledge and
agree to its agreements under the  Intercreditor  Agreement and acknowledges and
agrees that it is not a third-party beneficiary of, or has any rights under, the
Intercreditor Agreement. The undersigned hereby further agrees that any proceeds
or any  payment  made to any Lender  which is required  to be  delivered  to the
Lender in accordance with the provisions of the Intercreditor Agreement shall be
deemed to have been  delivered  by the Borrower to pay the  Indebtedness  in the
amounts in which any such  proceeds or payments are  allocated  under  Section 4
notwithstanding  the amount  initially  paid to or  received  by any  particular
Lender.

      This  Acknowledgment  of and Agreement to Intercreditor  Agreement and any
amendment hereof may be executed in several  counterparts and by each party on a
separate counterpart, each of which, when so executed and delivered, shall be an
original,  but all of  which  together  shall  constitute  but  one of the  same
instrument.  In proving this  Acknowledgment  of and Agreement to  Intercreditor
Agreement it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.

      IN WITNESS WHEREOF,  the undersigned has caused this Acknowledgment of and
Consent and  Agreement  to  Intercreditor  Agreement  to be executed by its duly
authorized officers as of June __, 2004.


                                         SOLUTION TECHNOLOGY INTERNATIONAL, INC.



                                         By: /s/ Dan Jonson
                                           -------------------------------------
                                           Name:  Dan Jonson
                                           Title: President