EXHIBIT 10.4

                               SECURITY AGREEMENT
                                 (STOCK PLEDGE)

     This  Security  Agreement  (the  "Agreement")  is made as of April __, 2002
between  JOHN  VAN  ZYLL, MARVIN STACY and ANN FURLONG as pledgors (cumulatively
"Pledgor"),  and  Sofcon  Limited  (the  "Secured  Party") (singly a "Party" and
cumulatively  the  "Parties").

     For  good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged,  Pledgor  and  Secured  Party  hereby  agree  as  follows:

     1.     Grant  of  Security  Interest.     Pledgor  hereby grants to Secured
            ------------------------------
Party  a  security  interest  in  4,000,000  shares  of  Diversified  Product
Inspections,  Inc.  common  stock  (the  "Shares"  also  referred  to  as  the
"Collateral"),  currently  issued  in  the  names  of  JOHN  VAN ZYLL (2,000,000
SHARES),  MARVIN STACY (1,000,000 SHARES) and ANN FURLONG (1,000,000 SHARES) and
in  all proceeds thereof, including, without limitation:  (a) any and all shares
issued in replacement thereof; (b) any and all shares issued as a stock dividend
or  issued  in  connection  with  any  increase  or  decrease  of  capital,
reclassification,  reorganization,  merger,  consolidation,  sale  of  assets,
combination  of  shares,  stock  split,  spin-off  or split-off; (c) any and all
options,  warrants  or  rights, whether as an addition to, or in substitution or
exchange  for  any  of said stock or otherwise; and (d) any and all dividends or
distributions,  whether  payable  in  cash  or  in  property.

     Pledgor and Secured Party acknowledge their mutual intent that all security
interests  contemplated  herein  are given as a contemporaneous exchange for new
value  to  Pledgor.

     2.     Debts  Secured.     The  security interest granted by this Agreement
            ---------------
shall  secure  the  following obligation, which is a full recourse obligation of
the Pledgor and Diversified Product Inspections, Inc.: convertible debentures of
Diversified  Product  Inspections,  Inc. issued in favor of Secured Party in the
aggregate  principal  amount  of up to THREE HUNDRED THOUSAND DOLLARS ($300,000)
(the  "Debentures"),  any  and  all  renewals,  extensions,  replacements,
modifications  and amendments thereof (including any which increase the original
principal  amount).

     3.     Perfection  and  Enforcement  of  Assignment  and Security Interest.
            --------------------------------------------------------------------
Pledgor agrees to deliver any and all stock certificates, or similar instruments
evidencing  the Collateral, to secured Party or an escrow agent to be designated
by  Pledgor  and  Secured  Party,  at  the  time of execution of this Agreement.
Pledgor  agrees to give good faith, diligent cooperation to Secured Party and to
perform  such other acts as reasonably requested by Secured Party for perfection
and  enforcement  of  said  security interest.  Pledgor will promptly deliver to
Secured  Party  all  written  notices,  dividends,  stock certificates, or other
documents  constituting or relating to the Collateral, which are received in the
future  and will promptly give Secured Party written notice of any other notices
which  are  received  in  the  future by Pledgor with respect to the Collateral.
<PAGE>

     4.     No  Transfer  of Ownership Prior to Default.     Pledgor does hereby
            --------------------------------------------
make,  constitute and appoint Secured Party and its designees, as Pledgor's true
and  lawful  attorney  in fact, with full power of substitution, to transfer the
Collateral  on  the  books of the issuing corporation, or any transfer agent, to
the  name  of  Secured  arty  or such other name as designated by Secured Party.
Such  power  may  be exercised in the sole discretion of Secured Party, but only
upon  a  default  under  the  terms  of  this  Agreement.

     Pledgor  agrees  to  give  full  cooperation and to use its best efforts to
cause  any  issuer,  transfer  agent, or registrar of the Collateral to take all
such  actions  and  to  execute  all  such  documents  as  may  be  necessary or
appropriate to effect any sale, transfer or other disposition of the Collateral,
upon  Pledgor's  default.

     Pledgor  agrees  to  pay  any  and  all  expenses  and out of pocket costs,
including,  reasonably  attorney's  fees and legal expenses, incurred by Secured
Party  in the event of a default and the payment thereof shall be secured by the
Collateral.

     5.     Voting  Rights.     Except  as otherwise provided herein and so long
            ---------------
as  no  event  of  default hereunder has occurred, Pledgor shall have the right,
where  applicable,  to  vote said stock constituting Collateral on all corporate
questions,  or  otherwise  exercise  such  similar  rights as may arise from the
Collateral.  Upon  the  occurrence  of an event of default hereunder, such right
shall  terminate,  whereupon  Secured  Party  may  exercise  all  such  rights.

     6.     Exercise  of  Options.     In the event that during the term of this
            ---------------------
Agreement  subscription  warrants or any other rights or options shall be issued
in  connection  with  the  Collateral,  such  warrants, rights and options shall
constitute  part of the Collateral, Secured Party may elect (without any duty to
do  so)  to  exercise  such  warrants,  rights and options on behalf of Pledgor.
Payment  of  all  costs and expenses incurred by Secured Party in such exercise,
including  sums  paid  to  exercise  such  options  or  warrants  and reasonable
attorneys  fees and legal expenses, shall be payable  by Pledgor and the payment
thereof  shall  be  secured  by  the Collateral.  If Secured Party elects not to
exercise  such  warrants,  rights and options on behalf of Pledgor.  Pledgor may
elect  to  exercise  such  warrants,  rights  and  options at Pledgor's cost and
expense.  All  new  shares  of  stock  or  other  interests so acquired shall be
subject  to  and  held  under  the  terms  hereof  as  Collateral.

     7.     Duty of Secured Party.     Beyond the exercise of reasonable care to
            ---------------------
assure  safe  custody  of  the certificates evidencing the collateral while held
hereunder,  Secured  Party  shall  have  no duty or liability to preserve rights
pertaining to the Collateral and shall be relieved of all responsibility for the
Collateral  upon  surrendering  the  certificates  or tendering surrender of the
certificates  to  Pledgor  or  the agreed upon escrow agent, as the case may be.

     8.     Representations  and  Warranties  Concerning  Collateral.  Pledgor
            ---------------------------------------------------------
represents  and  warrants  that:
<PAGE>
          a.     Pledgor  is  the  sole  owner of the Collateral as set forth in
Section  1  of  this  Agreement.

          b.     The  Collateral  is not subject to any security interest, lien,
prior  assignment,  or  other  encumbrance  of  any nature whatsoever except for
current taxes and assessments which are not delinquent and the security interest
created  by  this  Agreement.

c.     Pledgor is an affiliate of Diversified Product Inspections, Inc. and owns
     that number of shares of Diversified Product Inspections, Inc. common stock
as  set  forth  in Section 1 of this Agreement, which were acquired on March __,
2001,  pursuant  to  the reverse merger of Diversified Product Inspections, Inc.

     9.     Covenants  Concerning  Collateral.     Pledgor  covenants  that:
            ----------------------------------

          a.     Pledgor  will keep the Collateral free and clear of any and all
security  interests,  liens, assignments or other encumbrances, except those for
current  taxes  and  assessments which are not delinquent and those arising from
this  Agreement.

          b.     Pledgor  agrees  to  give  good  faith, diligent cooperation to
Secured  Party  and  to  perform such other acts reasonably requested by Secured
Party  for  perfection  and  enforcement  of  said  security  interests.

          c.  Except  for  $10,000  worth  of  shares  of common stock that each
Pledgor may sell prior to the filing of the registration statement, each Pledgor
represents  and  warrants  that  Pledgor will not sell any shares of Diversified
Product  Inspections,  Inc. Common Stock that it currently owns or may own after
the  signing  of  this  Agreement  until  the  earlier  of (i) the date that the
registration  statement  covering  the Common Stock underlying the Debentures is
declared  effective  or  (ii)  the  date  that  the  Debentures  are redeemed or
converted in full, including accrued but unpaid interest and liquidated damages,
if  any.

     10.     Right  to  Perform  for Pledgor.     Secured Party may, in its sole
             --------------------------------
discretion  and  without any duty to do so, elect to discharge taxes, tax liens,
security  interests,  or  any other encumbrance upon the Collateral, perform any
duty  or  obligation  of  Pledgor,  pay  filing,  recording, insurance and other
charges  payable  by Pledgor, or provide insurance as provided herein if Pledgor
fails  to do so.  Any such payments advanced by Secured Party shall be repaid by
Pledgor  upon  demand,  together  with interest thereon from the date of advance
until  repaid  at  the  rate  of  ten  percent  (10%)  per  annum.

     11.     Possession  of Collateral.  All Collateral shall be held by Secured
             -------------------------
Party  or  an  escrow  agent to be agreed upon by Pledgor and Secured Party, who
shall act as Secured Party's agent for the purpose of perfecting Secured Party's
security  interest  in  the  Collateral.
<PAGE>
     12.     Default.     Time  is  of  the  essence  of  this  Agreement.  The
             --------
occurrence  of any of the following events shall constitute a default under this
Agreement:


          a.     Any  representation or warranty made by or on behalf of Pledgor
in  this  Agreement  is  materially  false  or  materially misleading when made;

          b.     Pledgor  fails in the payment or performance of any obligation,
covenant, agreement or liability created by or contemplated by this Agreement or
secured  by  this  Agreement;

          c.  The  registration  statement  covering the Common Stock underlying
the Debentures and Warrants is not declared effective prior to the one hundredth
eightieth (180th) calendar day following the funding of the first tranche in the
amount  of  $100,000.

          d.     The registration statement covering the Common Stock underlying
the  Debentures  and  Warrants  is  not  filed  within ninety (90) calendar days
following  the  funding  of  the  first  tranche  in  the  amount  of  $100,000.

          e.     The  Company  fails to respond within thirty (30) calendar days
of  receipt  of  comments  from  the  Securities  and  Exchange  Commission.

          f.     Any  default  in  the  payment  or  performance of any amounts,
obligation,  covenant,  agreement or liability under the terms of the Debentures
or  this  Agreement.

     No  course  of  dealing or any delay or failure to assert any default shall
constitute  a  waiver  of  that  default  or of any prior or subsequent default.

     13.     Remedies.     Upon  the  occurrence  of  any  default  under  this
             ---------
Agreement,  Secured  Party  shall  have  the  following  rights and remedies, in
addition  to  all  other  rights  and remedies existing at law, in equity, or by
statute  or  provided  in  the  Debentures;

          a.     Secured  Party shall have all the rights and remedies available
under  the  Uniform  Commercial  Code:

          b.     If  Pledgor fails to cure any default within seven (7) business
days  after  Pledgor's  receipt of written notice of default from Secured Party,
Secured  Party  may  sell,  deliver  or  otherwise  dispose of any or all of the
Collateral  for  cash  and/or  credit  and  upon such terms and at such place or
places,  and  at  such  time  or  times, and to such person, firms, companies or
corporation  as  Secured  Party  reasonably  believes  expedient,  without  any
advertisement  whatsoever,  and,  after  deducting  the  reasonable  costs  and
out-of-pocket expenses incurred by Secured Party, including, without limitation,
(i)  reasonable  attorneys  fees and legal expenses, (ii) advertising of sale of
the  Collateral,  (iii)  sale  commissions,  (iv)  sales  tax, and (v) costs for
preservation and protection of the Collateral, apply the remainder to pay, or to
hold  as  a  reserve  against,  the  obligations  secured  by  this  Agreement.

          c.     Secured  Party  and  Pledgor  agree  to  enter  into  an escrow
agreement with Secured Party's counsel as escrow agent that shall provide in the
event  Pledgor is unable to cure any default within three (3) business days then
escrow agent shall release that number of the Shares being held in escrow, equal
to 130% of the principal balance owed on the Debentures, plus accrued but unpaid
interest  and liquidated damages, if any, based on the 5-day average closing bid
price  of  the  common stock for the five (5) trading days immediately preceding
the  third  (3rd)  business  day  after  the  Pledgor receives written notice of
default from the Secured Party. After the shares delivered to Secured Party have
been  sold, the Secured Party shall show written documentation of the net amount
recovered  and  if  such  amount was insufficient to cover 130% of the principal
balance  owed on the Debentures, plus accrued but unpaid interest and liquidated
damages, if any, the escrow agent shall release additional shares to the Secured
Party  until  the Secured Party is able to recover such amount, net of customary
brokerage  commissions.  Secured  Party  shall  provide  a  weekly accounting to
escrow  agent and Pledgor of the sales, amounts and brokerage commissions.  Once
Secured  Party  has  recovered  130%  of  the  principal  balance  owed  on  the
Debentures, plus accrued but unpaid interest and liquidated damages, if any, the
Secured Party shall return the balance of any Shares to the escrow agent and the
escrow  agent shall return to the Pledgor the balance of any of the Shares he is
holding  in  escrow.

     Pledgor  agrees  to forward an additional 200,000 shares of Common Stock to
Secured  Party each calendar week until Secured Party is able to recover 130% of
the  principal  balance  owed on the Debentures plus accrued but unpaid interest
and  liquidated  damages,  if  any,  net  of  reasonable  and customary broker's
commissions  and  brokerage  costs.

          d.     The rights and remedies herein conferred are cumulative and not
exclusive  of  any  other  rights and remedies and shall be in addition to every
other  right, power and remedy herein specifically granted or hereafter existing
at  law,  in equity, or by statute which Secured Party might otherwise have, and
any  and  all such rights and remedies may be exercised from time to time and as
often  and  in  such  order  as  Secured  Party may deem expedient.  No delay or
omission  in the exercise of any such right, power or remedy or in the pursuance
of any remedy shall impair any such right, power or remedy or be construed to be
a  waiver  thereof  or  of  any  default  or  to  be  an  acquiescence  therein.

          e.     In  the  event  of  breach  or  default under the terms of this
Agreement  by  Pledgor,  Pledgor agrees to pay all reasonable attorneys fees and
legal  expenses incurred by or on behalf of Secured Party in enforcement of this
Agreement,  in  exercising  any  remedy  arising from such breach or default, or
otherwise related to such breach or default.  Pledgor additionally agrees to pay
all  reasonable costs and out-of-pocket expenses, including, without limitation,
(i)  reasonable  attorneys  fees and legal expenses, (ii) advertising of sale of
the  Collateral,  (iii)  sale  commissions,  (iv)  sales  tax, and (v) costs for
preservation  and  protection  of  the  Collateral, incurred by Secured Party in
<PAGE>
obtaining  possession  of  Collateral,  preparation  for  sale,  sale  or  other
disposition, and otherwise incurred in foreclosing upon the Collateral.  Any and
all  such  costs  and  out-of-pocket  expenses  shall be payable by Pledgor upon
demand,  together  with  interest  thereon  at  ten  percent  (10.0%) per annum.


          f.     Regardless  of any breach or default, Pledgor agrees to pay all
expenses,  including  reasonable  attorneys fees and legal expenses, incurred by
Secured  Party  in  any bankruptcy proceeding of any type involving Pledgor, the
Collateral,  or this Agreement, including, without limitation, expenses incurred
in modifying or lifting the automatic stay, determining adequate protection, use
of  cash  collateral,  or  relating  to  any  plan  of  reorganization.

     g.     If  Pledgor shall be in default under the terms of the Debentures or
this  Agreement,  Secured  Party,  immediately  and  at any time thereafter, may
declare  all  of the indebtedness secured pursuant to this Agreement immediately
due and payable, shall have all rights available in law or at equity, including,
without  limitation, specific performance of this Agreement or for an injunction
against  violations  of  any  of  the  terms  hereof, and the rights and all the
remedies  of  a  secured  party  under  applicable  law.

     14.     Notices.  Any notices or other communications required or permitted
             --------
to  be  given  under  the terms of this Agreement must be in writing and will be
deemed  to have been delivered (i) upon receipt, when delivered personally; (ii)
upon  receipt,  when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending Party);
or  (iii)  one  (1)  day  after  deposit  with a nationally recognized overnight
delivery  service,  in  each case properly addressed to the Party to receive the
same.  The  addresses  and  facsimile  numbers for such communications shall be:

If  to  the  Company  or  Pledgor:

     Diversified  Product  Inspections,  Inc.
     3  Main  Street
     Oak  Ridge,  TN  37830
       Attention:  John  Van  Zyll,  CEO
     Telephone:     865-482-8480
     Facsimile:     865-482-6621

With  a  copy  to:

     Lisa  Temple,  Esq.
     Dunn,  MacDonald  &  Coleman
     1221  First  Tennessee  Plaza
     800  South  Gay  Street
     Knoxville,  TN  37929
     Telephone:     865-525-0505
<PAGE>
     Facsimile:     865-525-6001

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:

     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

     15.     Indemnification.     Pledgor  agrees to indemnify Secured Party for
             ----------------
any and all claims and liabilities, and for damages which may be awarded against
Secured  Party  and for all reasonable attorneys fees, legal expenses, and other
out-of-pocket  expenses  incurred  in  defending  such  claims,  arising from or
related  in  any  manner  to  the negotiation, execution, or performance of this
Agreement,  excluding any claims and liabilities based upon breach or default by
Secured  Party  under  this  Agreement  or  upon the negligence or misconduct of
Secured  Party.  Secured  Party  shall  have  sole  and  complete control of the
defense  of  any  such  claims,  and  is hereby given the authority to settle or
otherwise  compromise  any such claims as Secured Party in good faith determines
shall  be  in  its  best  interests.
                         Secured  Party  agrees to indemnify Pledgor for any and
all claims and liabilities, and for damages which may be awarded against Pledgor
and  for  all reasonable attorneys fees, legal expenses, and other out-of-pocket
expenses  incurred  in  defending  such  claims,  arising from or related in any
manner  to  the  negotiation,  execution,  or  performance  of  this  Agreement,
excluding  any  claims  and  liabilities based upon breach or default by Pledgor
under  this  Agreement or upon the negligence or misconduct of Pledgor.  Pledgor
shall  have  sole and complete control of the defense of any such claims, and is
hereby  given the authority to settle or otherwise compromise any such claims as
Pledgor  in  good  faith  determines  shall  be  in  its  best  interests.

     16.     General.     This     Agreement  is made for the sole and exclusive
             --------
benefit  of  Pledgor  and Secured Party and is not intended to benefit any third
party.  No  such  third  party may claim any right or benefit or seek to enforce
any  term  or  provision  of  this  Agreement.

     In  recognition of Secured Party's right to have all its attorneys fees and
expenses  incurred  in connection with this Agreement secured by the Collateral,
notwithstanding  payment  in  full of the obligations secured by the Collateral,
Secured  Party  shall  not  be
<PAGE>
required  to  release,  reconvey,  or  terminate  any  security  interest in the
Collateral  unless and until Pledgor has executed and delivered to Secured Party
a  general  release  in  form  and  substance  satisfactory  to  Secured  Party.

     Secured  Party  and  its  officers,  directors, employees, representatives,
agents,  attorneys,  shall  not  be  liable to Pledgor for consequential damages
arising  from  or  relating  to  any breach of contract, tort, or other wrong in
connection  with  or  relating  to  this  Agreement  or  the  Collateral.

     If  the  incurring  of  any  debt by Pledgor or the payment of any money or
transfer  of property to Secured Party by or on behalf of Pledgor should for any
reason  subsequently be determined to be "voidable" or avoidable" in whole or in
part  within  the  meaning  of  any state or federal law (collectively "voidable
transfers"),  including,  without  limitation,  fraudulent  conveyances  or
preferential  transfers  under  the  United  States Bankruptcy Code or any other
federal  or  state  law,  and  Secured Party is required to repay or restore any
voidable  transfers  or the amount or any portion thereof, or upon the advise of
Secured  Party's  counsel  is  advised  to do so, then, as to any such amount or
property  repaid  or  restored,  including  all  reasonable costs, expenses, and
attorneys  fees  of  Secured Party related thereto, the liability of Pledgor and
Guarantor, and each of them, and this Agreement, shall automatically be revived,
reinstated  and  restored  and  shall exist as though the voidable transfers had
never  been  made.

     Pledgor  represents  that  there  are  no actions, suits, investigations or
proceedings  pending  or  threatened  against  or  affecting  the  validity  or
enforceability  of  the  Debentures  or  this  Agreement,  any  guaranty  or any
instrument,  document  or  agreement  concerning  the Collateral or of which, if
adversely  determined,  would  have  a  material adverse effect on the financial
condition,  operations,  business or properties of the Pledgor, and there are no
outstanding orders or judgments of any court or governmental authority or awards
of  any  arbitrator  or  arbitration  board  against  the  Pledgor.

     All  agreements,  representations, warranties and covenants made by Pledgor
shall  survive  the  execution  and  delivery  of this Agreement, the filing and
consummation of any bankruptcy proceedings, and shall continue in effect so long
as any obligation to Secured Party contemplated by this Agreement is outstanding
and  unpaid, notwithstanding any termination of this Agreement.  All agreements,
representations, warranties and covenants in this Agreement shall bind the Party
making the same and its heirs and successors, and shall be to the benefit of and
be  enforceable  by  each Party for whom made their respective heirs, successors
and  assigns.

     Pledgor waives presentment, demand for payment, notice of dishonor, protest
and  any  other notices or demands in connections with the delivery, acceptance,
performance,  default and enforcement of any promissory Debentures or instrument
representing  all  or  any  part  of  the  indebtedness

     Pledgor will pay to Secured Party on demand any costs, expenses, reasonable
attorneys'  fees  and their reasonable disbursements incurred or paid by Secured
Party  in
<PAGE>
protecting  or enforcing its rights in the Collateral and in collecting any part
of  the indebtedness and such amounts extended pursuant to this section shall be
added  to  the  indebtedness.


Any  delay, failure or waiver by Secured Party to exercise any right it may have
under  this  Agreement  is not a waiver of Secured Party's right to exercise the
same  or  any  other  right  at  any  other  time.

     If  any  provision of this Agreement or the application of any provision to
any  person  or  circumstance  shall  be  invalid  or unenforceable, neither the
balance  of this Agreement nor the application of the provision to other persons
or  circumstances  shall  be affected.  Any provision of this Agreement which is
prohibited  or  unenforceable in any jurisdiction shall, as to such jurisdiction
only,  be  ineffective  to  the  extent  of such prohibition or unenforceability
without  invalidating  the remaining provisions hereof, and any such prohibition
or  unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.

     In  the  interest  of  a  speedy  resolution of any lawsuit which may arise
hereunder,  Pledgor  waives  a  trial by jury in any action with respect to this
Agreement  and  as  to  any  issues  arising  relating  to  this  Agreement.

     The  Parties  hereto  expressly agree that this Agreement shall be governed
by,  interpreted  under, and construed and enforced in accordance of the laws of
the State of Connecticut.  Any action to enforce, arising out of, or relating in
any  way  to,  any  provisions of this Agreement shall be brought in the federal
courts  for  the  State  of  Connecticut.

     All references in this Agreement to the singular shall be deemed to include
the  plural  if  the  context  so  requires  and  vice  versa.  Reference in the
collective  or conjunctive shall also include the disjunctive unless the context
otherwise  clearly  requires  a  different interpretation. This Agreement may be
executed  in one or more counterparts, each of which shall be deemed an original
but  all  of  which  shall  constitute  one  and  the  same  Agreement.

     This Agreement constitutes the entire agreement between Pledgor and Secured
Party  as  to the subject matter hereof and may not be altered or amended except
by  written  agreement signed by Pledgor and Secured Party.  All other prior and
contemporaneous  understandings  between  the  Parties  hereto as to the subject
matter  hereof  are  rescinded.

                [Balance of this page intentionally left balnk.]
<PAGE>

     The  Parties hereto have executed this Agreement as of the date first above
written.

     SECURED  PARTY:


                         By:______________________________


                         PLEDGOR:  JOHN  VAN  ZYLL


                         By:  ______________________________


                         PLEDGOR:  MARVIN  STACY


                         By:  ______________________________


                         PLEDGOR:  ANN  FURLONG


                         By:  _____________________________