EXHIBIT 10.2

                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT  is made as of the 12th day of June, 2002, by and
between  CENTIV,  INC.,  a  Delaware corporation ("Debtor") and COLE TAYLOR BANK
("Secured  Party").

     WHEREAS,  Secured  Party  has  extended  credit  and may continue to extend
credit  to Debtor at the request of Debtor, pursuant to a certain Loan Agreement
dated  as  of  the date hereof by and between the Debtor and Secured Party and a
certain  Revolving  Credit  Note  from Debtor to Secured Party bearing even date
herewith  in  the  maximum  principal  amount  of Two Million and 00/100 Dollars
($2,000,000.00)  (the  "Note");  and

     WHEREAS, the Debtor, as security for said extension of credit and the loans
evidenced  by  the  Note, has agreed to grant a security interest to the Secured
Party  to  the  property  hereinafter  described;

     NOW,  THEREFORE,  the Debtor, to secure the payment to Secured Party of all
sums  now  or  hereafter due Secured Party from Debtor pursuant to the Note, and
all obligations and liabilities of Debtor pursuant to the Note and all documents
evidencing  or  securing  said  Note  (as  amended,  extended  or modified, said
documents  together  with  the  Note  and  this  Security Agreement collectively
referred  to  as the "Loan Documents"), all of even date herewith, including but
not  limited  to the following Loan Documents: (a) Loan Agreement; and (b) UCC-1
Financing  Statements  (together with all other documents evidencing or securing
the  Note,  "Loan  Documents")  does  hereby  grant a security interest unto the
Secured Party, its successors and assigns, in and to the collateral as described
on  Exhibit  A  attached  hereto  ("Collateral").
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     1.     GRANT.  Debtor  hereby  grants  to Secured Party a security interest
in,  and sells, assigns, transfers, sets over, pledges and delivers unto Secured
Party,  in  the above Collateral for so long as any sums remain outstanding from
Debtor  to  Secured  Party regardless of whether Debtor became the owner of such
Collateral  prior to or contemporaneously with or subsequent to the incurring of
any  such  debts or liabilities, it being the intention of the parties that such
security  interest  shall extend to and include all present Collateral belonging
to  Debtor  as  well  as  any and all subsequently acquired Collateral by way of
replacement,  substitution,  addition  or  otherwise.

     2.     WARRANTY.  Debtor  hereby  warrants, represents and covenants to and
with  Secured  Party  as  follows:

     (a)     The  terms  and  provisions  of the aforestated recitals are hereby
incorporated  into  this  Agreement  as representations and warranties of Debtor
with  the  same  effect as though such recitals had been set out in full in this
Section  2.

     (b)     Debtor  has  not  pledged, assigned, transferred, sold or otherwise
conveyed,  directly  or  indirectly,  the Collateral or any part thereof, to any
person  or  entity  whatsoever  other  than  to  Secured  Party.

     (c)     Debtor  presently  has full legal, vested and unencumbered title to
the  Collateral  and  shall hereafter, so long as any portion of the Liabilities
(as  defined  in  the  Note) is outstanding, maintain the Collateral free of all
liens  and claims whatsoever, other than the interest granted hereunder or under
any  other  instrument  given  to secure the Liabilities or any part thereof and
shall not convey, assign or transfer the Collateral, in whole or in part, to any
third  person  or entity except for the permitted liens as set forth in the Loan
Agreement.

     (d)     No financing statement(s) (other than financing statements in favor
of  Secured  Party), covering any of the Collateral is or will be on file in any

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public  office;  and  Debtor  agrees  to execute, from time to time hereafter on
request of Secured Party, such financing statements and other documents (and pay
the cost of filing or recording the same in all public offices reasonably deemed
necessary  by  Secured  Party) and do such other acts and things, all as Secured
Party  may  request to establish and maintain a valid interest in the Collateral
free  of all other liens and claims whatsoever except as aforesaid to secure the
payment  and  performance  of  the  Liabilities.

     (e)     So  long  as  any portion of the Liabilities is outstanding, Debtor
shall:

          (i)  not  dissolve  without  the  prior written consent of the Secured
     Party,  which  consent  shall  not  be  unreasonably  withheld;

          (ii)  refrain  from the sale, further encumbrance or other disposition
     of  all  or  any  portion  of  in  the Collateral without the prior written
     consent  of Secured Party, which consent may be withheld in Secured Party's
     sole  discretion;

          (iii) do, execute, acknowledge and deliver all and every further acts,
     conveyances,  assignments, transfers and assurances necessary or proper, in
     the  sole  judgment  of  Secured Party, for the better assuring, conveying,
     assigning  and confirming unto Secured Party all property encumbered hereby
     or  property  intended  so  to be, whether now owned by Debtor or hereafter
     acquired.

     (f)     Debtor  has full power and authority to grant the security interest
herein  provided  for,  and this Agreement is fully enforceable under applicable
law  except  to the extent of applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting the enforcement of creditor's rights
generally.  All  consents,  if any, required for the execution of this Agreement
and  the  enforcement  of the remedies hereunder have been obtained prior to the
granting  of  this  security  interest.

     (g)     Debtor's  financial statement heretofore delivered to Secured Party
fairly presents the financial condition of Debtor as of its date, and since such
date,  there  has  been no material adverse change in the financial condition of
Debtor.  All  information  heretofore delivered to Secured Party with respect to
any  of  the  Collateral is true, complete and accurate in all material respects
and  Debtor  has  no  knowledge  of any fact or omission which would render such
information  materially  untrue  or  misleading.

     (h)  No  litigation  or  other  proceedings  are pending or, to the best of
Debtor's  knowledge,  threatened  which could materially adversely affect either
the  Collateral,  the  validity  or  priority  of  the lien or other interest of
Secured  Party  in  the  Collateral,  or  the  financial  condition  of  Debtor.

     (i)     The  execution  and delivery of this Agreement, the consummation of
the transactions contemplated hereby, and the fulfillment of and compliance with
the terms and conditions hereof do not and will not conflict with or result in a
breach  of  any of the terms, conditions or provisions of any material agreement
or  instrument  to which Debtor is a party or by which it is bound, constitute a
default  under any of the foregoing, or result in the creation of a lien, claim,
charge  or encumbrance other than the interests granted to Secured Party by this
Agreement.

     (j)     Debtor  will,  at  its  own  expense, defend Secured Party's right,
title  and  security interest in and to the Collateral against the claims of any
person,  firm,  corporation  or  other  entity.

     (k)     Debtor  will  promptly deliver to Secured Party all written notices
received  with  respect  to  the Collateral and will promptly give Secured Party
written  notice  of  any  other notices received with respect to the Collateral.

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     (l)     Debtor  shall, at any time, and from time to time, upon the written
request of Secured Party, execute and deliver such further documents and do such
further  acts  and  things as Secured Party may reasonably request to effect the
purposes  of  this  Agreement.

     (m)     Debtor  shall at once fully pay, indemnify, defend and hold Secured
Party harmless from and against any and all claims, damages or losses, including
all  expenses and reasonable legal fees, asserted against or incurred by Secured
Party  as  a  result of any breach or default in respect of any of the foregoing
warranties,  representations  or  covenants of Debtor, including any warranties,
representations  and/or  covenants  set forth elsewhere in this Agreement or the
Loan  Documents  except  to  the extent of Secured Party's willful misconduct or
gross  negligence.

     (n)     Debtor  will  promptly  pay when due all taxes and assessments upon
the  Collateral  or  for its use or operation or upon this Agreement or upon any
note  evidencing  the  obligations.

     3.     ADDITIONAL  RIGHTS  OF  PARTIES.  At  its  option, Secured Party may
discharge  taxes,  liens or security interests or other encumbrances at any time
levied  or  placed  on  the  Collateral, may place and pay for insurance on such
Collateral upon failure by the Debtor, after having been requested in writing so
to  do,  to provide insurance satisfactory to the Secured Party, and may pay for
the  maintenance,  repair  and  preservation  of  the Collateral.  To the extent
permitted  by applicable law, Debtor agrees to reimburse Secured Party on demand
for  any  payment  made  or  any  reasonable  expense  incurred by Secured Party
pursuant  to  the  foregoing  authorization.  Untila  Default,  Debtor  may have
possession  of  the  Collateral and use it in any lawful manner not inconsistent
with  this  Agreement and not inconsistent with any policy of insurance thereon.

     Debtor  agrees  to and shall indemnify and hold Secured Party harmless from
any  and  all  costs,  expenses,  legal fees and other charges incurred by or on
behalf  of  Secured Party in connection with Debtor's failure to comply with the
terms  of  this  Agreement.

     4.     CARE  OF COLLATERAL.  In the event the Collateral becomes within the
custody  or  control  of  Secured  Party,  Secured Party shall be deemed to have
exercised  reasonable care with respect to the interest of Debtor in the custody
and  preservation  of the Collateral if it takes such action for that purpose as
Secured  Party  might take in the care and preservation of its own like property
and  no  failure of Secured Party to preserve or protect any rights with respect
to  the  Collateral  against prior parties shall be deemed a failure to exercise
reasonable  care  in  the  custody  or  preservation  of  the  Collateral.

     5.     CERTAIN  RIGHTS  REGARDING  COLLATERAL  AND  LIABILITIES.

     (a)     Secured  Party  may  from  time  to  time,  after  occurrence  of a
"Default" (as hereinafter defined) and with notice to Debtor, take all or any of
the  following actions:  (i) notify all or any parties obligated or permitted to
pay  money  to  the  owner or holder of any of the Collateral to make payment to
Secured  Party  of  any  amounts  due  or to become due thereunder; (ii) enforce
collection of any of the Collateral by suit or otherwise, and surrender, release
or  exchange  all  or any part thereof, or compromise or extend or renew for any
period  any  obligations  of  any  nature of any party with respect thereof; and
(iii)  take  control  of  any  proceeds  of  the  Collateral.

     (b)     Secured  Party may from time to time, after occurrence of a Default
and with notice to Debtor, take all or any of the following actions:  (i) retain
or  obtain  a security interest in any property in addition to the Collateral to
secure  any  of  the Liabilities; (ii) retain or obtain the primary or secondary
liability  of  any  party,  in  addition  to  Debtor, with respect to any of the
Liabilities;  (iii) amend, extend or renew for any period any of the Liabilities
or  release or compromise any obligation of any nature of any party with respect
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thereto;  (iv)  surrender,  release or exchange all or any part of any property,
including the Collateral and any guarantees, securing any of the Liabilities, or
compromise  or  extend or renew for any period any obligations of any party with
respect  to  any  such property; and (v) resort to the Collateral for payment of
any  of  the  Liabilities  whether  or  not  it shall have resorted to any other
property  securing  the  Liabilities  or  shall have proceeded against any party
primarily  or  secondarily  liable  on  any  of  the  Liabilities.

     (c)     At  any time, Secured Party may, at its option, surrender or assign
without  recourse  the  Collateral to Debtor, and Debtor hereby agrees to accept
surrender  or  assignment.  Debtor  hereby  agrees  that  in  the  event of such
surrender  or  assignment  to  Debtor,  Secured  Party  shall  be  Debtor's
attorney-in-fact  to  execute such papers and do such things as may be necessary
in  implementing the foregoing.  Such surrender or assignment shall be effective
upon  Secured  Party's  transmission  to  Debtor of the following:  (i) any such
Collateral  then  in  Secured Party's possession; (ii) written notice of Secured
Party's  exercise  of  the option granted by this subsection (c); and (iii) such
other  instruments  and  assignments,  if  any,  as Secured Party may deem to be
sufficient  as  against Secured Party to terminate any interest of Secured Party
in the Collateral.  Any such surrender or reassignment shall be without recourse
upon  or  warranty  by Secured Party and shall be made at the expense of Debtor.

     (d)     Until  occurrence  of  a  Default,  Debtor  may exercise any of its
rights  with  respect  to  the  Collateral  except  as may be prohibited by this
Agreement  and  except  as  Secured  Party  may elect to exercise such rights if
Secured  Party  is  entitled  to  do  so  pursuant  to  the  terms  hereof.

     6.     DISTRIBUTIONS.  Any  and  all  cash and distributions in property or
other  distributions, payments or entitlements of any kind whatsoever made on or
in  respect of the Collateral, and any and all cash and other property, payments
or  entitlements  of any kind whatsoever received in exchange for any Collateral
shall  be  and  become  part of the Collateral pledged hereunder.  The rights of
Debtor  to receive any such cash, distributions, payments or entitlements of any
kind  whatsoever  shall be subject and subordinate in all respects to the rights
of  Secured  Party  under  this  Agreement  and  the  other  Loan  Documents.

     7.     DEFAULT  AND REMEDIES.  The following provisions shall govern in the
event  of  a  Default:

     (a)     For  purposes  hereof, Default shall mean the failure to perform or
comply  with  any obligation or covenant contained in this Agreement (i) for the
payment  of  money;  or  (ii) other than for the payment of money, which failure
continues  more than thirty (30) days after notice thereof from Secured Party to
Debtor,  or  (iii)  the  breach  or  untruth of any statement, representation or
warranty; or (iv) the occurrence of a Default or Event of Default under the Note
or any of the other Loan Documents which is not cured within any applicable cure
or grace period provided therein; or (v) the failure to comply with the covenant
contained  in  Section  2(e)(ii)  hereof.

     (b)     Upon  such  Default,  Secured Party may:  (i) exercise from time to
time  any  rights and remedies available to it under the Uniform Commercial Code
as  in effect from time to time in Illinois, or any other applicable state or as
otherwise available to it; (ii) without demand or notice of any kind, except and
unless  as  required by law, appropriate and apply toward the payment of such of
the  Liabilities,  and  in  such order of application, as Secured Party may from
time  to  time  elect,  any  balances,  credits, deposits, accounts or moneys of
Debtor  held,  in  any  capacity,  by,  or  in  transit to, Secured Party; (iii)
transfer all or any part of the Collateral into the name of Secured Party or its
nominee,  with or without disclosing that such Collateral is subject to the lien
and  security interest thereunder; and (iv) exercise, in its own name, or in the
name  of  Debtor, any and all rights of collection and any and all other rights,
privileges,  options  or  powers  of  the  Debtor  pertaining or relating to the
Collateral;  provided  however,  the  Secured  Party  shall not have any duty to
exercise  any such rights, privileges, options or powers or to sell or otherwise
realize  upon  any  of  the  Collateral or to preserve the same, and the Secured
Party  shall  not be responsible for any failure to do so, or in its delay in so
doing.

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     (c)     Upon  the  occurrence  of  any  Default, Secured Party may sell the
Collateral  at  public  or  private  sale,  for  cash, upon credit or for future
delivery,  and  at  such price or prices as Secured Party may deem satisfactory,
and Secured Party may be the purchaser of the Collateral and it or any purchaser
of the Collateral upon any such sale shall thereafter hold the same, absolutely,
free  from  any  claim  or  right  of any kind, including any equity or right of
redemption  of  Debtor  who hereby specifically waives all rights of redemption,
stay  or appraisal which it has or may have under any rule of law or statute now
existing  or  hereafter adopted.  Secured Party shall give five (5) days written
notice  of  intention  to  make  any  such public or private sale, which written
notice  shall  state  the time and place fixed for such sale.  Any sale shall be
held  at  such  time  or  times and at such place or places as Secured Party may
reasonably fix in the notice of such sale, provided that Secured Party shall not
be  obligated  to  make  any  sale pursuant to any such written notice.  Secured
Party  may, without notice of publication, adjourn any sale or cause the same to
be  adjourned  from  time to time by announcement at the time or place fixed for
the  sale,  and such sale may be made at any time or place to which the same may
be  so adjourned.  In case of any sale of the Collateral on credit or for future
delivery,  the  Collateral  may  be  retained by Secured Party until the selling
price  is  paid  by the purchaser thereof, but Secured Party shall not incur any
liability  in  case  of the failure of such purchaser to take up and pay for the
Collateral  and,  in  case of any such failure, the Collateral may again be sold
upon like notice.  In lieu of exercising the power of sale herein conferred upon
it,  Secured  Party  may  proceed  by  a  suit  or  suits at law or in equity to
foreclose the security interest assigned hereby and sell the Collateral.  Debtor
agrees  that  Secured  Party  shall  have  the  right  to continue to retain the
Collateral until such time as Secured Party, in its sole judgment, believes that
an advantageous price can be secured for the Collateral, and Secured Party shall
not be liable to Debtor for any loss in the value of the Collateral by reason of
any  delay  in  the  sale  thereof.  Debtor  agrees  to  immediately  pay,  and
acknowledges its liability for, any deficiency between the outstanding amount of
the  liabilities,  and  the  net amount realized by Secured Party by sale of the
Collateral.

     (d)     Debtor  agrees  that, in any sale of any of the Collateral, Secured
Party  is  hereby  authorized  to  comply  with any limitation or restriction in
connection  with such sale as it may be advised by counsel is necessary in order
to  avoid  any  violation  of  applicable  law  (including,  without limitation,
compliance  with  such  procedures  as  may  restrict  the number of prospective
bidders  and  purchasers,  require  that such prospective bidders and purchasers
have  certain  qualifications,  and  restrict  such  prospective  bidders  and
purchasers  to persons who will represent and agree that they are purchasing for
their  own  account  for  investment  and not with a view to the distribution or
resale  of  such Collateral), or in order to obtain any required approval of the
sale  or  of the purchaser by any governmental regulatory authority or official.
Debtor  further  agrees that such compliance shall not result in such sale being
considered  or  deemed  not to have been made in commercially reasonable manner,
nor  shall  Secured  Party  be liable nor accountable to Debtor for any discount
allowed  by  the  reason  of the fact that such Collateral is sold in compliance
with  any  such  limitation  or  restriction.

     (e)     In executing this Agreement, Debtor hereby constitutes and appoints
Secured  Party  with  full  power  of  substitution,  his  true  and  lawful
attorney-in-fact,  in  his  name,  place  and  stead  to  make,  execute,  sign,
acknowledge,  swear  to, record or file, on behalf of Debtor, documents required
to  reflect  the  foreclosure  sale  of  the Collateral.  The foregoing grant of
authority  is  a  power of attorney coupled with an interest, is irrevocable and
shall  survive  the  death  or  incapacity  of  Debtor.

     (f)     Whether  before  or after Default, Debtor shall pay Secured Party's
attorneys'  fees and costs in connection with the administration and enforcement
of  the  Collateral and any and all of the Loan Documents.  Without limiting the
generality of the foregoing, if at any time or times hereafter the Secured Party
employs  counsel for advice or other representation with respect to any material
matter  concerning  Debtor,  the  Collateral,  the Loan Documents or to protect,
collect, lease, sell, take possession of, foreclose upon or liquidate any of the
Collateral, or to attempt to enforce or protect any security interest or lien or
other  right  in any of the Collateral or under any of the Loan Documents, or to
enforce  any  rights  of the Secured Party or obligations of Debtor or any other
person,  firm,  entity  or  corporation  which may be obligated to Secured Party

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under  any  of  the Loan Documents, then in any such event all of the reasonable
attorneys'  fees arising from such services, and any expenses, costs and charges
relating thereto, shall constitute an additional indebtedness under the Note, at
the  Default Rate thereunder, owing by Debtor to Secured Party payable on demand
and  evidenced  and  secured  by  the  Loan  Documents.

     (g)     All  rights  and  remedies of Secured Party expressed hereunder are
cumulative and are in addition to all other rights and remedies possessed by it,
including  those  under any other agreement or instrument relating to any of the
Liabilities  or  security  therefor  and  including  those  rights  and remedies
available  at  law  or  equity.  No  delay  on  the part of Secured Party in the
exercise of any right or remedy shall operate as a waiver thereof, and no single
or partial exercise by Secured Party of any right or remedy shall preclude other
or  further  exercise  thereof or the exercise of any other right or remedy.  No
action of Secured Party permitted hereunder shall impair or affect the rights of
Secured  Party  in  and  to  the  Collateral.

     8.     APPLICATION  OF  PROCEEDS  OF SALE OR CASH HELD AS COLLATERAL.  Upon
occurrence of any Default, proceeds from sale of the Collateral sold pursuant to
the terms hereof, and the cash held as Collateral hereunder, shall be applied by
Secured  Party  as  set  forth  in  the  Note.

     9.     RELEASE  OF  SECURED  PARTY  IN  EVENT  OF  DEFAULT.  If an event of
Default  shall  occur,  the  Debtor  waives  and  releases:

          (a)  any  and all causes of action and claims which it may now or ever
     have against the Secured Party as a result of any possession, collection or
     sale  by Secured Party of any of the Collateral except to the extent of the
     Secured  Party's  gross  negligence  or  willful  misconduct;

          (b)  any  and  all  liabilities or penalties against Secured Party for
     failure  of Secured Party to comply with any statutory or other requirement
     imposed  on  Secured  Party relating to notices of sale, holding of sale or
     reporting  of  sale  of  the Collateral except to the extent of the Secured
     Party's  gross  negligence  or  willful  misconduct;  and

          (c)  All  rights  or  redemption  from  any  such  sale.

     10.     WAIVER  OF  RIGHT  OF  APPRAISEMENT OR REDEMPTION. Debtor covenants
that it will not at any time claim, take or insist upon any benefit or advantage
of  or  from  any  law  now or hereafter in force providing for the valuation of
appraisement  of  the Collateral, prior to any sale or sales to be made pursuant
to  any  provision  herein  contained,  or to the decree or judgment or order of
court  of  competent  jurisdiction;  nor,  after  such  sale  or sales, claim or
exercise  any right under any statute now or hereafter made or enacted to redeem
the  property  sold or any part thereof, and hereby expressly waives for itself,
and  on  behalf  of  each  and  every  person  claiming under it all benefit and
advantage  of  such law or laws, and covenants that it will not hinder, delay or
impede the execution of any power herein granted and delegated to Secured Party,
but  will  suffer and permit the execution of every such power as though no such
law  or  laws  had  been  made  or  enacted.

     11.     DIVESTITURE  OF  RIGHTS IN COLLATERAL.  Any sale, whether under any
power  of  sale hereby given or by virtue of judicial proceedings, shall operate
to divest all right, title, interest, claim and demand whatsoever, either at law
or  in  equity, of Debtor in and to the Collateral sold and shall be a perpetual
bar,  both  at  law  and  in  equity, against Debtor, its legal representatives,
successors  and  assigns,  and against any and all persons claiming the property
sold  or  any  part  thereof,  by  or through Debtor, its legal representatives,
successors  and  assigns.

     12.     AUTHORITY  OF  SECURED  PARTY.  Secured  Party  shall  have  and be
entitled  to exercise all such powers hereunder as are specifically delegated to

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Secured  Party  by the terms hereof, together with such powers as are incidental
thereto.  Secured  Party  may  execute any of its duties hereunder by or through
agents  or  employees  and  shall  be  entitled  to retain counsel and to act in
reliance  upon  the  advice of such counsel concerning all matters pertaining to
its  duties  hereunder.  Neither  Secured  Party,  nor  any  director,  officer,
employee  or  attorney of Secured Party, shall be liable for any action taken or
omitted  to  be taken by it or them hereunder or in connection therewith, except
for  its  own gross negligence or willful misconduct.  Debtor hereby indemnifies
and  agrees to hold harmless Secured Party and/or any such agent or sub-agent of
Secured  Party  from and against any and all liability incurred by Secured Party
(or  such  agent  or sub-agent) hereunder or in connection herewith, unless such
liability  shall be due to willful misconduct or gross negligence on the part of
Secured  Party  or  such  agent  or  sub-agent.

     13.     RELEASE  AND  TERMINATION.  This Agreement shall terminate when all
of  the  Liabilities  and all obligations of Debtor hereunder and under the Loan
Documents  have been fully paid and performed, at which time Secured Party shall
release,  reassign  or  redeliver  (or  cause  to  be  released,  reassigned  or
redelivered)  to Debtor, or to such person or persons as Debtor shall designate,
against  receipt, such of the Collateral (if any) as shall not have been sold or
otherwise  applied by Secured Party pursuant to the terms hereof and shall still
be  held  by it hereunder, together with appropriate instruments of reassignment
and  release.  Any  such  reassignment  shall  be  without  recourse  upon or by
warranty  by  Secured  Party  and  shall  be  made  at  the  expense  of Debtor.

     14.     NOTICE.  All  notices,  waivers,  demands,  requests  or  other
communications required or permitted hereunder shall, unless otherwise expressly
provided,  be  in  writing and be deemed to have been properly given, served and
received  (i)  if delivered by messenger, when delivered; (ii) if mailed, on the
third  (3rd)  business day after deposit in the United States mail, certified or
registered,  postage prepaid, return receipt requested; (iii) if telexed, faxed,
telegraphed  or  telecopied, six (6) hours after being dispatched by telex, fax,
telegram  or  telecopy,  if such sixth (6th) hour falls on a business day within
the  hours  of 8:00 a.m. through 6:00 p.m. of the time in effect at the place of
receipt, or at 8:00 a.m. on the next business day thereafter if such sixth (6th)
hour  is  later  than  6:00  p.m.;  or  (iv) if delivered by reputable overnight
express  courier,  freight prepaid, the next business day after delivery to such
courier;  in  every  case  addressed  to  the  party  to be notified as follows:


 If  to  Debtor:

          Centiv,  Inc.
          998  Forest  Edge  Drive
          Vernon  Hills,  Illinois  60061
          Attention: William M. Rychel

 With copies to:

          Gardner, Carton & Douglas
          321 North Clark Street
          Chicago, Illinois 60610
          Attention:  Stephen  Tsoris
                     With copies to:

If  to  Secured  Party:
          Cole Taylor Bank
          111 West Washington
          Suite 400
          Chicago, Illinois 60602-1139
          Attention:  Kimberly Crotty

With copies to:

          Fuchs  &  Roselli,  Ltd.
          440  West  Randolph  Street
          5th Floor
          Chicago, Illinois 60606
          Michael  T.  O'Connor

                                      -7-
<PAGE>
Either  party  hereto may change the names and addresses of the designee to whom
notice  shall be sent by giving written notice of such change to the other party
hereto  in  the  same  manner  as all other notices are required to be delivered
hereunder.

     15.     BINDING AGREEMENTS.  This Agreement and all provisions hereof shall
be  binding  upon Debtor, its successors, assigns, executors, administrators and
legal  representatives,  and  all  other  persons  or entities claiming under or
through  Debtor;  provided however, Debtor shall not be permitted to assign this
Agreement  or  any interest herein or in the Collateral, or any part thereof, or
otherwise pledge, encumber or grant any option with respect to the Collateral or
any  part  thereof,  or  any  interest  therein, or any cash or property held by
Secured  Party  as  Collateral  under this Agreement.  The word "Secured Party",
when  used  herein,  shall include Secured Party's successors, assigns and legal
representatives,  including  all  other holders, from time to time, of the Note.

     16.     NO  LIABILITY  ON  SECURED PARTY.  Anything herein contained to the
contrary  notwithstanding,  (a)  Debtor shall remain liable under any instrument
which  is a part of the Collateral to perform all of its obligations thereunder,
and (b) Secured Party shall have no obligation or liability under the Collateral
by  reason  of  or  arising  out  of  this Agreement, nor shall Secured Party be
required or obligated in any manner to perform or fulfill any of the obligations
of  Debtor  under or pursuant to the Collateral, or to make any payment, to make
any  inquiry  as  to the nature or sufficiency of any payment received by it, to
present  or  file  any  claim,  or  to take any action to collect or enforce the
payment  of any amounts which may have been assigned to it or to which it may be
entitled  at  any  time or times.  The Collateral is assigned and transferred to
Secured  Party  by  way  of  collateral  security only and, accordingly, Secured
Party,  by  its acceptance hereof, shall not be deemed to have assumed or become
liable  for  any of the obligations or liabilities of Debtor to the creditors or
beneficiaries  of  Debtor,  whether provided for by the terms of any agreements,
arising  by  operation  of  law  or  otherwise,  Debtor hereby acknowledging and
agreeing  that, with respect to all such liability, Debtor is and remains liable
to  the  same  extent  as  though  this  Agreement  had  not  been  made.

     17.     RIGHTS  AND  REMEDIES.  All  rights  and remedies set forth in this
Agreement  are  cumulative  and not exclusive, and the holder of the Note and of
every  other  obligation  secured  hereby  may  recover  judgment thereon, issue
execution  therefor,  and resort to every other right or remedy available at law
or  in  equity,  without first exhausting and without affecting or impairing the
security  of  any right or remedy afforded hereby.  Unless as expressly provided
in  this Agreement to the contrary, no consent or waiver, express or implied, by
any  interested party referred to herein, to or for any breach or default by any
other  interested  party  referred  to  herein, in the performance by such other
party of any obligations contained herein shall be deemed a consent to or waiver
of  the  performance  by  such  party  of any other obligations hereunder or the
performance  by any other interested party referred to herein of the same, or of
any  other  obligations  hereunder.

     18.     GOVERNING LAW; INTERPRETATION.  This Agreement shall be governed by
the  laws  of  the State of Illinois, in which state the Agreement and the other
Loan  Documents  were  executed  and  delivered,  the  proceeds of the Loan were
disbursed by Secured Party and the principal and interest due under the Note are
to  be  paid.  Wherever  possible,  each  provision  of  this Agreement shall be
interpreted  in such a manner as to be effective and valid under applicable law,
but  if  any provision of this Agreement shall be prohibited by or invalid under
such  law, such provision shall be ineffective to the extent of such prohibition
or  invalidity,  without  invalidating  the  remainder  of such provision or the
remaining  provisions  of  this  Agreement.  Time  is  of  the  essence  of this
Agreement.

     19     SECURITY  INTEREST  IN  ACCOUNTS.  To  secure  payment  of  the
Indebtedness  Debtor  hereby  grants to and creates in Secured Party a lien upon

                                      -8-
<PAGE>
and  security  interest in:  (a) any property of or in the name of Debtor now or
hereafter  in  the  possession or control of, or in transit to, Secured Party or
any  agent or bailee for Secured Party, any and all dividends, distributions and
other  rights  on or with respect to, and substitutions for and proceeds of, any
of  the  foregoing;  and (b) any and all balances, credits, deposits (general or
special,  time or demand, provisional or final), accounts or moneys of or in the
name  of  Debtor  now  or  hereafter  with  Secured  Party  (collectively,  the
"Collateral").  Debtor further agrees to deliver to Secured Party, upon request,
in  due  form for transfer, any of the Collateral which may at any time be in or
come  into the possession or control of the Debtor.  Upon Default, Secured Party
may,  from  time to time, without demand or notice of any kind, appropri-ate and
apply  toward  payment  of  such  of  the  Liabilities,  and  in  such  order of
application,  as  Secured  Party  may  elect,  any  and  all  Collateral then or
thereafter  with  Secured  Party.





                                      -9-
<PAGE>

     20.     MISCELLANEOUS.  Neither this Agreement or any provisions hereof may
be  amended,  modified,  waived, discharged or terminated orally, nor may any of
the Collateral be released, except by an instrument in writing duly signed by or
on  behalf of Secured Party hereunder.  The section headings used herein are for
convenience  of  reference  only and shall not define or limit the provisions of
this  Agreement.  As  used  in  this  Agreement,  the singular shall include the
plural  and  the  plural shall include the singular, and masculine, feminine and
neuter  pronouns  shall be fully interchangeable, where the context so requires.
This  Agreement  may  be  executed  in any number of counterparts, each of which
shall  be deemed an original and all of which taken together shall be deemed one
and  the  same  document.

     21.     JURISDICTION;  WAIVER;  JUDGMENT.  This  Agreement  Is Submitted to
Secured  Party  at  Secured  Party's  Principal  Place  of  Business in Chicago,
Illinois,  and  Shall Be Deemed to Have Been Made Thereat.  This Agreement Shall
Be  Governed  and  Controlled  as  to  Interpretation,  Enforcement,  Validity,
Construction,  Effect  and  in  All  Other  Respects  by  the Laws, Statutes and
Decisions of the State of Illinois.  Debtor, in Order to Induce Secured Party to
Accept  this Agreement, Agrees That All Actions or Proceedings Arising Directly,
Indirectly  or  Otherwise  in  Connection With, out Of, Related To, or from this
Agreement  Shall Be Litigated, at Secured Party's Option, in Courts Having Situs
Within  the  City  of Chicago, State of Illinois, Debtor Hereby Waives Any Right
Debtor  May  Have  to  Transfer or Change the Venue of Any Litigation Brought in
Accordance  with  this  Section.

            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]









                                      -10-
<PAGE>

     IN WITNESS WHEREOF, this SECURITY AGREEMENT has been executed and delivered
as  of  the  day  and  year  first  above  written.



DEBTOR:                                 SECURED  PARTY:

CENTIV,  a  Delaware  Corporation       COLE  TAYLOR  BANK

BY:     /S/  THOMAS M. MASON            BY:   /S/  KIMBERLY  CROTTY
   -----------------------------            ------------------------
            THOMAS M. MASON                        KIMBERLY  CROTTY

ITS:  VICE PRESIDENT AND                           ITS:VICE-PRESIDENT
      CHIEF FINANCIAL OFFICER





                                      -11-