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                                                                    Exhibit 4.46



                            BUSINESS LOAN AGREEMENT



Borrower:   Pods, Inc.
            6061 45th Street North
            St. Petersburg, FL 33714

Lender:     First National Bank of Florida
            1150 Cleveland Street
            Clearwater, FL 33755

Guarantors: Christopher J. Cavallaro
            Linda Cavallaro
            60 Gerard Avenue
            New Hyde Park, N.Y. 11040


THIS BUSINESS LOAN AGREEMENT between Pods, Inc. ("Borrower"), Christopher J.
Cavallaro and Linda Cavallaro ("Guarantors") and First National Bank of Florida
("Lender") is made and executed on the following terms and conditions. Borrower
has applied to Lender for a commercial loan and other financial accommodations.
Such loan and financial accommodations are referred to in this Agreement as the
"Loan". Borrower and Guarantors understand and agree that: (A) in granting,
renewing, or extending this Loan, Lender is relying upon, Borrower's and
Guarantors' representations, warranties, and agreements, as set forth in this
Agreement; (b) the granting, renewing, or extending of this Loan by Lender at
all times shall be subject to Lender's sole judgment and discretion; and (c)
such Loan shall be and shall remain subject to the following terms and
conditions of this Agreement.

TERM. This Agreement shall be effective as of October 18, 2000, and shall
continue thereafter until all Indebtedness of Borrower to Lender has been
performed in full. The term of the promissory note evidencing this Loan (the
"Note") shall be three years from date of execution. The term may be extended
by agreement of Borrower and Lender and such extension shall not require the
consent of Guarantors.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts shall mean amounts in lawful money of the United
States of America.

         AGREEMENT. The word "Agreement" means this Business Loan Agreement, as
         this Business Loan Agreement may be amended or modified from time to
         time, together with all exhibits and schedules attached to this
         Business Loan Agreement from time to time.

         BORROWER. The word "Borrower" means Pods, Inc.

         COLLATERAL. The word "Collateral" means and includes without
         limitation all property and assets granted as collateral security for
         the Loans whether real or personal property, whether granted directly
         or

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         indirectly, whether granted now or in the future, and whether granted
         in the form of a security interest, mortgage, deed of trust,
         assignment, pledge, chattel mortgage, chattel trust, factors lien,
         equipment trust, conditional sale, trust receipt, lien, charge, lien
         or title retention contract, lease or consignment intended as a
         security device, or any other security or lien interest whatsoever,
         whether created by law, contract, or otherwise. The Collateral shall
         include those items of personal property identified and described on
         Exhibit "A".

         EVENT OF DEFAULT. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "EVENTS OF DEFAULT."

         GRANTOR. The word "Grantor" means and includes without limitation each
         and all of the persons or entities granting a Security Interest in any
         Collateral for the Indebtedness, including without limitation the
         Borrower granting such a Security Interest. The Grantor giving the
         security interest in the collateral identified on Exhibit "A" is the
         Borrower.

         GUARANTORS. The word "Guarantors" means and includes without
         limitation each and all of the guarantors, sureties, and accommodation
         parties in connection with any Indebtedness. Guarantors include
         Christopher J. Cavallaro and Linda Cavallaro.

         INDEBTEDNESS. The word "Indebtedness" is used in its most
         comprehensive sense and includes any and all of indebtedness owed by
         Borrower to Lender represented by a certain Promissory Note executed
         contemporaneously herewith in the original principal amount of
         $500,000.00 and interest accrued thereon, costs of collection of the
         indebtedness, costs and expenses of enforcement of any Guaranty and
         Lender's attorney's fees incurred in connection with any of the above.

         LENDER. The word "Lender" means First National Bank of Florida, its
         successors and assigns.

         LOAN. The word "Loan" or "Loans" means and includes without limitation
         any and all commercial loans and financial accommodations from Lender
         to Borrower, whether now or hereafter existing, and however evidenced,
         including without limitation those loans and financial accommodations
         described herein or described on any exhibit or schedule attached to
         this Agreement from time to time.

         NOTE. The word "Note" means and includes without limitation Borrower's
         promissory note evidencing Borrower's Loan obligation in favor of
         Lender, as well as any substitute, replacement or refinancing note or
         notes therefor. Note includes the note executed by Borrower
         contemporaneously herewith in the principal amount of $500,000.00 in
         favor of Lender, together with all renewals of, extensions of,
         modifications of, refinancings of, consolidations of, and
         substitutions for the note or credit agreement. The form of the Note
         is attached hereto as Exhibit "B".

         RELATED DOCUMENTS. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, business
         loan agreements, guaranties, security agreements, mortgages, deeds of
         trust, assignments and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness or presently outstanding from Borrower to
         Lender.



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         SECURITY AGREEMENT. The words "Security Agreement" mean and include
         without limitation any agreements, promises, covenants, arrangements,
         understandings or other agreements, whether created by law, contract,
         or otherwise, evidencing, governing, representing, or creating a
         Security Interest. The form of the Security Agreement is attached
         hereto as Exhibit "C".

         SECURITY INTEREST. The words "Security Interest" mean and include
         without limitation any type of collateral security, whether in the
         form of a lien, charge, mortgage, deed of trust, assignment pledge,
         chattel mortgage, chattel trust, factor's lien, equipment trust,
         conditional sale, trust receipt, lien or title retention contract,
         lease or consignment intended as a security device, or any other
         security or lien interest whatsoever, whether created by law,
         contract, or otherwise.

CONDITIONS PRECEDENT TO FUNDING. Lender's obligation to fund under this
Agreement shall be subject to the fulfillment to Lender's satisfaction of all
of the conditions set forth in this Agreement and in the Related Documents.

         LOAN DOCUMENTS. Borrower shall provide to Lender in form satisfactory
         to Lender the following documents for the Loans: (a) the Note, (b) a
         Security Agreement granting to Lender a security interest in the
         Collateral, (c) Financing Statement(s) perfecting Lender's Security
         Interest; (d) the Guaranties of Christopher J. Cavallaro and Linda
         Cavallaro in the forms attached as Exhibits "D" and "E", (e) the
         Consent, Acknowledgment and Agreement of Guarantors of other loans of
         Borrower to Lender and (f) any other Related Documents required under
         this Agreement or by Lender or its counsel.

         PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all
         fees, transaction taxes, charges, and other expenses which are then,
         due and payable as specified in this Agreement or any Related
         Document.

         REPRESENTATIONS AND WARRANTIES. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true and
         correct.

         NO EVENT OF DEFAULT. There shall not exist at the time of funding a
         condition which would constitute an Event of Default under this
         Agreement.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of any renewal, extension or
modification of any Loan, and at all times any Indebtedness exists:

         ORGANIZATION. Borrower is a Florida corporation which is and will be
         at all relevant times current and in good standing with the State of
         Florida.

         COLLATERAL. Borrower owns the collateral described on Exhibit "A" free
         and clear of all liens, encumbrances and liabilities, except the
         existing lien thereon of Lender, and has the lawful authority




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         to grant a security interest thereon to Lender, superior to all
         others.

         AUTHORIZATION. The execution, delivery, and performance of this
         Agreement and all Related Documents by Borrower, to the extent to be
         executed, delivered or performed by Borrower, have been duly
         authorized by all necessary action by Borrower, do not require the
         consent or approval of any other person, regulatory authority or
         governmental body; and do not conflict with, result in a violation of,
         or constitute a default under (a) any provision of any agreement or
         other instrument binding upon Borrower or (b) any law, governmental
         regulation, court decree, or order applicable to Borrower.

         FINANCIAL INFORMATION. Each financial statement of Borrower and
         Guarantors supplied to Lender truly and completely disclosed
         Borrower's and Guarantors' financial condition as of the date of the
         statement, and there has been no material adverse change in Borrower's
         and Guarantors' financial condition subsequent to the date of the most
         recent financial statement supplied to Lender. Borrower and Guarantors
         each have no material contingent obligations except as disclosed in
         such financial statements.

         LEGAL EFFECT. This Agreement constitutes, and any instrument or
         agreement required hereunder to be given by Borrower and Guarantors
         when delivered will constitute, legal, valid and binding obligations
         of Borrower and Guarantors, respectively, enforceable against Borrower
         and Guarantors in accordance with their respective terms.

         PROPERTIES. Except as contemplated by this Agreement or as previously
         disclosed in Borrowers financial statement or in writing to Lender
         and as accepted by Lender, and except for property tax liens for
         taxes not presently due and payable, Borrower owns and has good title
         to all of Borrower's properties free and clear of all Security
         Interests, and has not executed any security documents or financing
         statements relating to such properties. All of Borrower's properties
         are titled in Borrower's legal name, and Borrower has not used, or
         filed a financing statement under, any other name for at least the
         last five (5) years.

         LITIGATION AND CLAIMS. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for
         unpaid taxes) against Borrower or Guarantors is pending or threatened;
         and no other event has occurred which may materially adversely affect
         Borrower's or Guarantors' financial condition or properties, other
         than litigation, claims, or other events, if any, that have been
         disclosed to and acknowledged by Lender in writing.

         TAXES. To the best of Borrower's knowledge, all tax returns and
         reports of Borrower that are or were required to be filed, have
         been filed, and all taxes, assessments and other governmental charges
         have been paid in full, except those presently being or to be
         contested by Borrower in good faith in the ordinary course of business
         and for which adequate reserves have been provided.

         LIEN PRIORITY. Unless otherwise previously disclosed to Lender in
         writing, Borrower has not entered and will not enter into or grant any
         Mortgages, Security Agreements, or permit the filing or attachment of
         any Security Interests on or affecting any of the Collateral now or
         hereafter, directly or indirectly, securing




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         repayment of Borrower's Loans and Notes, that would be prior or that
         may in any way be superior to Lender's Security Interest and rights in
         and to such Collateral.

         BINDING EFFECT. This Agreement, the Note, the Security Agreement
         directly or indirectly securing repayment of Borrower's Loan and Note
         and all of the Related Documents are binding upon Borrower as well as
         upon Borrower's successors, and assigns, and are legally enforceable
         in accordance with their respective terms. The Guaranties are binding
         upon guarantors as well as Guarantors' successors and assigns, and are
         legally enforceable in accordance with their respective terms.

         EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which
         Borrower may have any liability complies in all material respects with
         all applicable requirements of law and regulations, and (i) no
         Reportable Event nor Prohibited Transaction (as defined in ERISA) has
         occurred with respect to any such plan, (ii) Borrower has not
         withdrawn from any such plan or initiated steps to do so, (iii) no
         steps have been taken to terminate any such plan, and (iv) there are
         no unfunded liabilities other then those previously disclosed to
         Lender in writing.

         LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrowers place of
         business, or Borrower's Chief executive office, if Borrower has more
         than one place of business, is located at 6061 45th Street North St.
         Petersburg, FL 33714. Unless Borrower has designated otherwise in
         writing, this location is also the office or offices where Borrower
         keeps its records concerning the Collateral.

         INFORMATION. All information heretofore or contemporaneously herewith
         furnished by Borrower to Lender for the purposes of or in connection
         with this Agreement or any transaction contemplated hereby is, and all
         information hereafter furnished by or on behalf of Borrower to Lender
         will be, true and accurate in every material respect on the date as of
         which such information is dated or certified; and none of such
         information is or will be incomplete by omitting to state any material
         fact necessary to make such information not misleading.

         SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and
         agrees that Lender, without independent investigation, is relying upon
         the above representations and warranties in making the above
         referenced Loan to Borrower. Borrower further agrees that the
         foregoing representations and warranties shall be continuing in nature
         and shall remain in full force and effect until such time as Borrower's
         Indebtedness shall be paid in full, or until this Agreement shall be
         terminated in the manner provided above, whichever is the last to
         occur.

AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF GUARANTORS: Guarantors agree,
represent and warrant the following:

         FINANCIAL INFORMATION. Each financial statement of Guarantors supplied
         to Lender truly and completely disclosed Guarantors' financial
         condition as of the date of the statement, and there has been no
         material adverse change in Guarantors' financial condition subsequent
         to the date of the most recent financial statement supplied to Lender.
         Guarantors have no material contingent obligations except as disclosed
         in such financial statements.

         LEGAL EFFECT. This Agreement constitutes, and any instrument or
         agreement required hereunder to be




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         given by Guarantors when delivered will constitute, legal, valid and
         binding obligations of Guarantors, enforceable against Guarantors in
         accordance with their respective terms.

         PROPERTIES. Except as contemplated by this Agreement or as previously
         disclosed in Guarantors' financial statement or in writing to Lender
         and as accepted by Lender, and except for property tax liens for
         taxes not presently due and payable, Guarantors own and have good
         title to all of Guarantors' properties free and clear of all Security
         Interest, and has not executed any security documents or financing
         statements relating to such properties. All of Guarantors' properties
         are titled in Guarantors' legal names, and Guarantors have not used,
         or filed a financing statement under, any other name for at least the
         last five (5) years.

         LITIGATION AND CLAIMS. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for
         unpaid taxes) against Guarantors is pending or threatened, and no
         other event has occurred which may materially adversely affect
         Guarantors' financial condition or properties, other than litigation,
         claims, or other events, if any, that have been disclosed to and
         acknowledged by Lender in writing.

         TAXES. To the best of Guarantors' knowledge, all tax returns and
         reports of Guarantors that are or were required to be filed, have been
         filed, and all taxes, assessments and other governmental charges have
         been paid in full, except those presently being or to be contested by
         Guarantors in good faith in the ordinary course of business and for
         which adequate reserves have been provided.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that,
while this Agreement is in effect, Borrower will:

         LITIGATION. Promptly inform Lender in writing of (a) all material
         adverse changes in Borrower's financial condition, and (b) all
         existing and all threatened litigation, claims, investigations,
         administrative proceedings or similar actions affecting Borrower or
         any Guarantor which could materially affect the financial condition of
         Borrower or the financial condition of any Guarantor.

         FINANCIAL RECORDS. Maintain its books and records in accordance with
         generally accepted accounting principles applied on a consistent basis,
         and permit Lender to examine and audit Borrower's books and records at
         all reasonable times.

         FINANCIAL STATEMENTS. Furnish Lender with, as soon as available, but
         in no event later than ninety (90) days after the end of each fiscal
         year, Borrower's balance sheet and income statement for the year ended,
         audited by a certified public accountant satisfactory to Lender. All
         financial reports required to be provided under this Agreement shall
         be prepared in accordance with generally accepted accounting
         principles, applied on a consistent basis, and, except for audited
         statements/reports, shall be certified by Borrower as being true,
         accurate and correct. Additionally, Borrower shall furnish to Lender
         within thirty (30) days from the close of each fiscal quarter internal
         quarterly balance sheets and income statements certified by Borrower
         to be true, accurate and complete and the same shall be in form
         acceptable to Lender.




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         TAX RETURNS. Furnish Lender within sixty (60) days of the respective
         due dates (or extended due dates) certified copies of Borrower's
         federal income tax returns, including all schedules applicable thereto
         and certification of payment of all taxes due.

         ADDITIONAL INFORMATION. Furnish such additional information and
         statements, lists of assets and liabilities, agings of receivables
         and payables, inventory schedules, budgets, forecasts, tax returns,
         and other reports with respect to Borrower's financial condition and
         business operations as Lender may reasonably request from time to
         time.

         OTHER AGREEMENTS. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and
         any other party and notify Lender immediately in writing of any
         default in connection with any other such agreements.

         USE OF LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's
         working capital in its current existing business, unless
         specifically consented to the contrary by Lender in writing.

         TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower or its properties, income, or
         profits, prior to the date on which penalties would attach, and all
         lawful claims that, if unpaid, might become a lien or charge upon any
         of Borrower's properties, income, or profits. Provided however,
         Borrower will not be required to pay and discharge any such
         assessment, tax, charge, levy, lien or claim so long as (a) the
         legality of the same shall be contested in good faith by appropriate
         proceedings, and (b) Borrower shall have established on its books
         adequate reserves with respect to such contested assessment, tax,
         charge, levy, lien, or claim in accordance with generally accepted
         accounting practices. Borrower, upon demand of Lender, will furnish to
         Lender evidence of payment of the assessments, taxes, charges, levies,
         liens and claims and will authorize the appropriate governmental
         official to deliver to Lender at any time a written statement of any
         assessments, taxes, charges, levies, liens and claims against
         Borrower's properties, income, or profits.

         PERFORMANCE. Perform and comply with all terms, conditions, and
         provisions set forth in this Agreement and in the Related Documents in
         a timely manner, and promptly notify Lender if Borrower learns of the
         occurrence of any event which constitutes an Event of Default under
         this Agreement or under any of the Related Documents.

         OPERATIONS. Maintain executive and management personnel with
         substantially the same qualifications and experience as the present
         executive and management personnel; provide written notice to Lender
         of any change in executive and management personnel; conduct its
         business affairs in a reasonable and prudent manner and in compliance
         with all applicable federal, state and municipal laws, ordinances,
         rules and regulations respecting its properties, charters, businesses
         and operations, including without limitation, compliance with the
         Americans With Disabilities Act and with all minimum funding standards
         and other requirements of ERISA and other laws applicable to
         Borrower's employee benefit plans.

         COLLATERAL SCHEDULES AND LOCATIONS. Grantor shall deliver to Lender,
         as often as Lender shall require,




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         such lists, descriptions, and designations of such Collateral as
         Lender may require to identify the nature, extent, and location of
         such Collateral.

         MAINTENANCE, INSPECTION AND AUDIT OF COLLATERAL. Grantor shall
         maintain all tangible Collateral in good condition and repair. Grantor
         will not commit or permit damage to or destruction of the Collateral
         or any part of the Collateral. Lender and its designated
         representatives and agents shall have the right at all reasonable
         times to examine, inspect, and audit the Collateral wherever located.
         Grantor shall immediately notify Lender of all cases involving the
         return, rejection, repossession, loss or damage of or to any
         Collateral; of any request for credit or adjustment or of any other
         dispute arising with respect to the Collateral; and generally of all
         happenings and events affecting the Collateral or the value or the
         amount of the Collateral. Regarding Collateral, it is anticipated that
         Lender will be relying upon certificates received from Grantor and the
         authenticity of all documents supplied to it. Grantor shall permit
         employees or agents of Lender at any reasonable time to inspect any
         and all Collateral for the Loan and to examine or audit Grantors
         books, accounts, and records and to make copies and memoranda of
         Grantors books, accounts, and records. If Grantor now or at any time
         hereafter maintains any records (including without limitation computer
         generated records and computer software programs for the generation of
         such records) in the possession of a third party, Grantor, upon
         request of Lender, shall notify such party to permit Lender free
         access to such records at all reasonable times and to provide Lender
         with copies of any records it may request, all at Borrower's expense.
         The Collateral shall at all times be maintained within the State of
         Florida and Grantor upon request shall supply to Lender the exact
         location of each item of Collateral.

         ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such
         promissory notes, mortgages, deeds of trust, security agreements,
         financing statements, instruments, assignments of mortgage,
         assignments of promissory notes, estoppel certificates, other
         documents and other agreements as Lender or its attorneys may
         reasonably request to evidence and secure the Loans and to perfect all
         Security Interests.

AFFIRMATIVE COVENANTS OF GUARANTORS. Guarantors covenant and agree with Lender
that, while this Agreement is in effect, Guarantors will:

         LITIGATION. Promptly inform Lender in writing of (a) all material
         adverse changes in Guarantors financial condition, and (b) all
         existing and all threatened litigation, claims, investigations,
         administrative proceedings or similar actions affecting Guarantors
         which could materially affect the financial condition of Guarantors.

         FINANCIAL STATEMENTS. Furnish Lender with, as soon as available, but
         in no event later than ninety (90) days after the end of each calendar
         year, Guarantors' then current financial statement in form
         satisfactory to Lender.

         TAX RETURNS. Furnish Lender within sixty (60) days of the respective
         due dates (or extended due dates) certified copies of Guarantors'
         federal income tax return, including all schedules applicable thereto
         and certification of payment of all taxes due.




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         ONGOING AGREEMENT. As long as the Note or any portion thereof remains
         unpaid, Guarantors will maintain a securities brokerage account(s)
         containing unencumbered liquid and readily tradable marketable
         securities or other assets which have a collective minimum present
         market value at all times equal to or greater than the principal
         balance outstanding on the Note. Copies of monthly statements of such
         account(s) shall be timely mailed each month to Lender. The failure
         of Guarantors to comply with this agreement shall constitute a default
         under the Note and entitle Lender to all remedies for default.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if
(a) Borrower or any Guarantor is in default under the terms of this Agreement
or any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender, (b) Borrower or any Guarantor, becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantors guaranty of the Loan or any
other loan with Lender; or (e) the making of the loan advance would put Lender
in violation of its legal lending to one obligor.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in
all Borrower's accounts with Lender (whether checking, savings or some other
account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not
include any IRA or Keough accounts, or any trust accounts for which the grant
of a security interest would be prohibited by law. Borrower authorizes Lender,
to the extent permitted by applicable law, to charge or setoff all sums owing
on the indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

         DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when
         due on the Loan.

         OTHER DEFAULTS. The default by Borrower under any other loan
         obligation owed to Lender and/or the failure of Borrower or any
         Borrower to comply with or to perform when due, any term, obligation,
         covenant or condition contained in this Agreement or in any of the
         Related Documents, or failure of Borrower to comply with or to perform
         any other term, obligation, covenant or condition contained in any
         other agreement between Lender and Borrower, whether now existing or
         hereafter created.

         DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Borrower
         default under any loan, extension of credit, security agreement,
         purchase or sales agreement, or any other agreement, in favor of any
         other creditor or person that may materially affect any of Borrower's
         property or Borrowers or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of
         the Related Documents.

         FALSE STATEMENTS. Any warranty, representation or statement made or
         furnished to Lender by or on




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         behalf of Borrower or any Grantor under this Agreement or the
         Related Documents is false or misleading in any material respect at
         the time made or furnished, or becomes false or misleading at any time
         thereafter.

         DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any Security Agreement to create a valid and perfected Security
         Interest) at any time and for any reason.

         INSOLVENCY. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the
         commencement of any proceeding under any bankruptcy or insolvency laws
         by or against Borrower.

         CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower, any
         creditor of any Grantor against any collateral securing the
         Indebtedness, or by any governmental agency. This includes a
         garnishment, attachment, or levy on or of any of Borrower's deposit
         accounts with Lender.

         ADVERSE CHANGE. A material adverse change occurs in Borrower's
         financial condition, or, Lender believes the prospect of payment or
         performance of the Indebtedness is impaired.

         EVENTS AFFECTING GUARANTORS. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of,
         or liability under, any Guaranty of the Indebtedness.

         DEFAULT OF GUARANTORS. Failure of the named Guarantors, to fully
         comply with each and every representation, warranty and provision of
         the Guaranty agreements.

         CHANGE IN OWNERSHIP. Any change in ownership of Borrower of 49% of the
         common stock of Borrower or such other amount which could result in a
         loss of voting control by the present management group.

         INSECURITY. Lender in good faith deems itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate and, at Lender's
option, all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised singularly
or concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to




                                    Page 10

<PAGE>   11

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except
where otherwise provided in this Agreement or the Related Documents, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate and at Lender's
option, all Indebtedness immediately will become due and payable, all without
notice of any kind to Borrower, except that in the case of an Event of Default
of the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the
rights and remedies provided in the Related Documents or available at law, in
equity, or otherwise. Except as may be prohibited by applicable law, all of
Lender's rights and remedies shall be cumulative and may be exercised singularly
or concurrently. Election by Lender to pursue any remedy shall not exclude
pursuit of any other remedy, and an election to make expenditures or to take
action to perform an obligation of Borrower or of any Grantor shall not affect
Lender's right to declare a default and to exercise its rights and remedies.

OPPORTUNITY TO CURE DEFAULT. In the event a non-monetary default of Borrower
occurs under this Agreement, the Security Agreement or the Note, Lender shall
give written notice specifying the non-monetary default to Borrower and
Borrower shall have the period of fifteen days from the delivery of such notice
to cure the non-monetary default. Should Borrower fail to cure the non-monetary
default within the time specified, Lender may avail itself of all the remedies
provided for default including, but not limited to, of all unpaid indebtedness.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as
         to the matters set forth in this Agreement. No alteration of or
         amendment to this Agreement shall be effective unless given in writing
         and signed by the party or parties sought to be charged or bound by
         the alteration or amendment.

         APPLICABLE LAW. THIS AGREEMENT HAS BEEN EXECUTED BY BORROWER AND
         DELIVERED TO LENDER AND ACCEPTED BY LENDER IN CLEARWATER, FLORIDA. IF
         THERE IS A LAWSUIT, BORROWER AND GUARANTORS AGREE UPON LENDER'S REQUEST
         TO SUBMIT TO THE JURISDICTION OF THE COURTS OF PINELLAS COUNTY, THE
         STATE OF FLORIDA. LENDER, BORROWER AND GUARANTORS HEREBY WAIVE THE
         RIGHT TO ANY JURY TRIAL IN ANY ACTION PROCEEDING, OR COUNTERCLAIM
         BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER. (INITIAL HERE ____).
         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF FLORIDA.

         LENDER'S RIGHT TO POSSESSION. Lender shall be entitled to possession of
         the Collateral and may use it in any lawful manner not inconsistent
         with this Agreement or the Related Documents. When Lender has
         possession of any Collateral, whether before or after an Event of
         Default, Lender shall be deemed to have exercised reasonable care in
         the custody and preservation of the Collateral if Lender takes such
         action for that purpose as Grantor shall request or as Lender, in
         Lenders sole discretion, shall deem appropriate under the
         circumstances, but failure to honor any request by Grantor shall not
         of itself be deemed to be a failure to exercise reasonable care.
         Lender shall not be required to take any steps necessary to preserve
         any rights in the Collateral against prior parties, nor to protect,
         preserve or maintain any security interest given to secure the
         Indebtedness.




                                    Page 11

<PAGE>   12

         make expenditures or to take action to perform an obligation of
         Borrower or of any Grantor shall not affect Lender's right to declare a
         default and to exercise its rights and remedies.

OPPORTUNITY TO CURE DEFAULT. In the event a non-monetary default of Borrower
occurs under this Agreement, the Security Agreement, or the Note, Lender shall
give written notice specifying the non-monetary default to Borrower and Borrower
shall have the period of ten days from the delivery of such notice to cure the
non-monetary default. Should Borrower fail to cure the non-monetary default
within the time specified, Lender may avail itself of all the remedies provided
for default including, but not limited to, acceleration of all unpaid
indebtedness.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement.

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as
         to the matters set forth in this Agreement. No alteration of or
         amendment to this Agreement shall be effective unless given in writing
         and signed by the party or parties sought to be charged or bound by
         the alteration or amendment.

         APPLICABLE LAW. THIS AGREEMENT HAS BEEN EXECUTED BY BORROWER AND
         DELIVERED TO LENDER AND ACCEPTED BY LENDER IN CLEARWATER, FLORIDA. IF
         THERE IS A LAWSUIT, BORROWER AND GUARANTORS AGREE UPON LENDER'S REQUEST
         TO SUBMIT TO THE JURISDICTION OF THE COURTS OF PINELLAS COUNTY, THE
         STATE OF FLORIDA. LENDER, BORROWER AND GUARANTORS HEREBY WAIVE THE
         RIGHT TO ANY JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
         BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER. (INITIAL HERE _____).
         THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF FLORIDA.

         LENDER'S RIGHT TO POSSESSION. Lender shall be entitled to possession of
         the Collateral and may use it in any lawful manner not inconsistent
         with this Agreement or the Related Documents. When Lender has
         possession of any Collateral, whether before or after an Event of
         Default, Lender shall be deemed to have exercised reasonable care in
         the custody and preservation of the Collateral if Lender takes such
         action for that purpose as Grantor shall request or as Lender, in
         Lenders sole discretion, shall deem appropriate under the
         circumstances, but failure to honor any request by Grantor shall not
         of itself be deemed to be a failure to exercise reasonable care.
         Lender shall not be required to take any steps necessary to preserve
         any rights in the Collateral against prior parties, nor to protect,
         preserve or maintain any security interest given to secure the
         Indebtedness.

         EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may
         (but shall not be obligated to) discharge or pay any amounts required
         to be discharged or paid by Grantor under this Agreement, including
         without limitation all taxes, liens, security interests, encumbrances,
         and other claims, at any time levied or placed on the Collateral.
         Lender also may (but shall not be obligated to) pay all costs for
         insuring, maintaining and preserving the Collateral. All such
         expenditures incurred or paid by Lender for such purposes will then
         bear interest at the rate charged under the Note from the date
         incurred or paid by Lender to the date of repayment by Grantor. All
         such expenses shall become a part of the Indebtedness and, at Lender's
         option, will (a) be payable on demand, (b) be added to the balance of
         the Note and be apportioned among and be payable with any installment
         payments to become due during either (1) the term of any applicable
         insurance policy or (ii) the remaining term of the Note, or (c)




                                    Page 12

<PAGE>   13

         be treated as a balloon payment which will be due and payable at the
         Note's maturity. This Agreement also will secure payment of these
         amounts. Such right shall be in addition to all other rights and
         remedies to which Lender may be entitled upon the occurrence of an
         Event of Default.

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or
         define the provisions of this Agreement.

         MULTIPLE PARTIES. All enumerated obligations of Borrower and
         Guarantors under this Agreement shall be joint and several, and all
         references to one Borrower or Guarantor shall mean each and every
         Borrower or Guarantor.

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to
         Lender's sale or transfer, whether now or later, of one or more
         participation interests in the Loans to one or more purchasers,
         whether related or unrelated to Lender. Lender may provide, without
         any limitation whatsoever, to any one or more purchasers, or potential
         purchasers, any information or knowledge Lender may have about
         Borrower or about any other matter relating to the Loan, and Borrower
         hereby waives any rights to privacy it may have with respect to such
         matters. Borrower additionally waives any and all notices of sale of
         participation interests, as well as all notices of any repurchase of
         such participation interests. Borrower also agrees that the purchasers
         of any such participation interests will be considered as the absolute
         owners of such interests in the Loans and will have all the rights
         granted under the participation agreement or agreements governing the
         sale of such participation interests. Borrower further waives all
         rights of offset or counterclaim that it may have now or later against
         Lender or against any purchaser of such a participation interest and
         unconditionally agrees that either Lender or such purchaser may
         enforce Borrower's obligation under the Loans irrespective of the
         failure or insolvency of any holder of any interest in the Loans.
         Borrower further agrees that the purchaser of any such participation
         interests may enforce its interests irrespective of any personal
         claims or defenses that Borrower may have against Lender.

         COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's
         expenses, including without limitation reasonable costs of Lender and
         reasonable attorneys' fees, incurred in connection with the
         preparation, execution, enforcement, modification and collection of
         this Agreement or in connection with the Loans made pursuant to this
         Agreement. This includes, subject to any limits under applicable law,
         Lender's reasonable attorneys' fees and Lender's legal expenses,
         whether  or not there is a lawsuit, including reasonable attorneys'
         fees for bankruptcy proceedings (including efforts to modify or vacate
         any automatic stay or injunction), appeals, and any anticipated post-
         judgment collection services. Borrower also will pay any court costs,
         in addition to all other sums provided by law.

         NOTICES. All notices required to be given under this Agreement shall
         be given in writing, may be sent by tele-facsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail, first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the
         address shown above. Any party may change its address for notices
         under this Agreement by giving formal written notice to the other
         parties, specifying that the purpose of the notice is to change the
         party's address.



                                    Page 13

<PAGE>   14

         To the extent permitted by applicable law, if there is more than one
         Borrower, notice to any Borrower will constitute notice to all
         Borrowers. For notice purposes, Borrower will keep Lender informed at
         all times of Borrowers current address(es).

         SEVERABILITY. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or as to any person or circumstance,
         such finding shall not render that provision invalid or unenforceable
         as to any other persons or circumstances. If feasible, any such
         offending provision shall be deemed to be modified to be within the
         limits of enforceability or validity; however, if the offending
         provision cannot be so modified, it shall be stricken and all other
         provisions of this Agreement in all other respects shall remain valid
         and enforceable.

         SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or
         on behalf of Borrower shall bind its successors and assigns and shall
         inure to the benefit of Lender, its successors and assigns. Borrower
         shall not, however, have the right to assign its rights under this
         Agreement or any interest therein, without the prior written consent
         of Lender.

         SURVIVAL. All warranties, representations, and covenants made by
         Borrower and Guarantors in this Agreement or in any certificate or
         other instrument delivered by Borrower or Guarantors to Lender under
         this Agreement shall be considered to have been rolled upon by Lender
         and will survive the making of the Loan and delivery to Lender of the
         Related Documents, regardless of any investigation made by Lender or
         on Lender's behalf.

         TIME IS OF THE ESSENCE. Time is of the essence in the performance of
         this Agreement.

         WAIVER. Lender shall not be deemed to have waived any rights under
         this Agreement unless such waiver is given in writing and signed by
         Lender. No delay or omission on the part of Lender in exercising any
         right shall operate as a waiver of such right or any other right. A
         waiver by Lender of a provision of this Agreement shall not prejudice
         or constitute a waiver of Lenders right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any obligations of
         Borrower or of any Grantor as to any future transactions. Whenever
         the consent of Lender is required under this Agreement, the granting of
         such consent by Lender in any instance shall not constitute continuing
         consent in subsequent instances where such consent is required, and in
         all cases such consent may be granted or withheld in the sole
         discretion of Lender.

         ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
         accounts, chattel paper, or general intangibles, the Collateral shall
         be enforceable in accordance with its terms, shall be genuine, and
         comply with applicable laws concerning form, content and manner of
         preparation and execution, and all persons appearing to be obligated
         on the Collateral shall have authority and capacity to contract and
         shall in fact be obligated as they appear to be on the Collateral.




                                    Page 14

<PAGE>   15

         TRANSFER OF COLLATERAL. Upon default, Grantor shall deliver the
         collateral to Lender, together with Assignments of Grantor's Rights in
         the collateral in such form as Lender shall require.

         TRANSACTIONS INVOLVING COLLATERAL. Grantor shall not sell, offer to
         sell, or otherwise transfer or dispose of the Collateral. Grantor
         shall not pledge, mortgage, encumber or otherwise permit the Collateral
         to be subject to any lien, security interest, encumbrance, or charge,
         other than the Security Interest provided for in this Agreement,
         without the prior written consent of Lender. This includes security
         interests even if junior in right to the Security Interests granted
         under this Agreement. Unless waived by Lender, all proceeds from any
         disposition of the Collateral (for whatever reason) shall be held in
         trust for Lender and shall not be commingled with any other funds;
         provided however, this requirement shall not constitute consent by
         Lender to any sale or other disposition.

         TIME. Grantor represents and warrants to Lender that as of the time it
         offers Collateral to Lender it holds good and marketable title to the
         Collateral, free and clear of all liens and except encumbrances for the
         lien of this Agreement. No financing statement covering any of the
         Collateral is on file in any public office other than those which
         reflect the security interest created by this Agreement or to which
         Lender has specifically consented. Grantor shall defend Lender's
         rights, in the Collateral against the claims and demands of all other
         persons.

         TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes,
         assessments and liens upon the Collateral, its use or operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Grantor may
         withhold any such payment or may elect to contest any lien if Grantor
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral
         is not jeopardized in Lenders sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15)
         days, Grantor shall deposit with Lender cash, a sufficient corporate
         surety bond or other security satisfactory to Lender in an amount
         adequate to provide for the discharge of the lien plus any interest,
         costs, reasonable attorneys' fees or other charges that could accrue as
         a result of foreclosure or sale of the Collateral. In any contest
         Grantor shall defend itself and Lender and shall satisfy any final
         adverse judgment before enforcement against the Collateral. Grantor
         shall name Lender as an additional obligee under any surety bond
         furnished in the contest proceedings.

         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to
         the ownership, production, disposition, or use of the Collateral.
         Grantor may contest in good faith any such law, ordinance or
         regulation and withhold compliance during any proceeding, including
         appropriate appeals, so long as Lender's interest in the Collateral, in
         Lender's opinion, is not jeopardized.

         CROSS DEFAULT. A default in any loan due by Borrower to Lender shall
         constitute a default under all loans owed by Borrower to Lender and
         shall entitle Lender to all remedies for default under all outstanding
         loans, specifically including the remedy of acceleration of each and
         every outstanding loan.




                                     Pop 15

<PAGE>   16

         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to
         the ownership, production, disposition, or use of the Collateral.
         Grantor may contest in good faith any such law, ordinance or
         regulation and withhold compliance during any proceeding, including
         appropriate appeals, so long as Lender's interest in the Collateral, in
         Lender's opinion, is not jeopardized.

         CROSS DEFAULT. A default in any loan due by Borrower to Lender shall
         constitute a default under all loans owed by Borrower to Lender and
         shall entitle Lender to all remedies for default under all outstanding
         loans, specifically including the remedy of acceleration of each and
         every outstanding loan.

ADDITIONAL GENERAL PROVISIONS.

A.       Borrower shall pay all loan closing costs, including without
         limitation, attorney's fees, recording costs, and any documentary
         stamp, intangible or other taxes or costs imposed by governmental
         authorities on this transaction or the transactions contemplated
         hereunder (including transactions relating to the Collateral and the
         perfection of Lender's lien upon the Collateral) and such other
         expenses that may be incurred incidental to closing and servicing of
         the loans.

B.       All matters relating to the loans, including all instruments and
         documents required, are subject to Lender's policies and procedures in
         effect, applicable governmental regulations and/or statutes, and
         approval by Lender and Lender's Counsel. All persons responsible for
         document preparation and/or execution and delivery and all Obligors
         thereunder, are subject to Lender approval.

C.       This Loan Agreement and any and all other loan documents contemplated
         herein, including all of those loan documents identified in the
         Schedule of Exhibits attached hereto, may be executed in two or more
         counterparts, each of which shall be deemed to be an original, but all
         of which shall constitute one and the same instrument and in making
         proof of such loan document, it shall not be necessary to produce or
         account for more than one such counterpart.

BORROWER, LENDER, AND GUARANTORS ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF
THIS BUSINESS LOAN AGREEMENT, AND EACH AGREES TO ITS TERMS. THIS AGREEMENT IS
DATED AS OF OCTOBER 18, 2000.




                            (SIGNATURE PAGE FOLLOWS)




                                    Page 16

<PAGE>   17

                                       BORROWER:
                                       PODS, INC.

                                       BY: /s/ Peter S. Warhurst
                                          -------------------------------------
                                               PETER S. WARHURST
                                               its President

                                       LENDER:
                                       FIRST NATIONAL BANK OF FLORIDA

                                       By: /s/ Robert C. George
                                          -------------------------------------
                                               ROBERT C. GEORGE,
                                               Chairman of the Board

                                       GUARANTORS:


                                          -------------------------------------
                                               Christopher J. Cavallaro


                                          -------------------------------------
                                               Linda Cavallaro

STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing instrument was acknowledged before me this 18th day of
October, 2000, by PETER S. WARHURST, President of PODS, INC., a Florida
corporation, who is personally known to me or who has produced (personally
known) as identification.

         WITNESS my hand and official seal at Clearwater, State of Florida,
County of Pinellas, the day and year last aforesaid.


                                           /s/ Martha M. Denton
                                          -------------------------------------
                                               Notary Public

My Commission Expires:                               Martha M. Denton
                                             MY COMMISSION #CC798438 EXPIRES
                                                 January 1, 2003 Denton
                                          BONDED THRU TROY FAIN INSURANCE, INC.




                                    Page 17

<PAGE>   18

                                       By:
                                          -------------------------------------
                                               its ____________ President

                                       GUARANTORS:

                                           /s/ Christopher J. Cavallaro
                                          -------------------------------------
                                               Christopher J. Cavallaro

                                           /s/ Linda Cavallaro
                                          -------------------------------------
                                               Linda Cavallaro

STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing instrument was acknowledged before me this ____ day of
____________, 2000, by PETER S. WARHURST, President of PODS, INC., a Florida
corporation, who is personally known to me or who has produced
__________________ as identification.

         WITNESS my hand and official seal at Clearwater, State of
Florida, County of Pinellas, the day and year last aforesaid.


                                          -------------------------------------
                                               Notary Public

My Commission Expires:




STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing instrument was acknowledged before me this ____ day of
_____________, 2000, by _____________, _____________ of FIRST NATIONAL BANK OF
FLORIDA, a National Banking association, who is personally known to me or who
has produced _____________ as identification.

         WITNESS my hand and official seal at Clearwater, State of Florida,
County of Pinellas, the day and year last aforesaid.




                                    Page 18

<PAGE>   19

STATE OF FLORIDA
COUNTY OF PINELLAS

         The foregoing instrument was acknowledged before me this 18th day of
October, 2000, by PETER S. WARHURST, President of PODS, INC., a Florida
corporation, who is personally known to me or who has produced (personally
known) as identification.

         WITNESS my hand and official seal at Clearwater, State of Florida,
County of Pinellas, the day and year last aforesaid.


                                           /s/ Martha M. Denton
                                          -------------------------------------
                                               Notary Public

My Commission Expires:                               Martha M. Denton
                                             MY COMMISSION #CC798438 EXPIRES
                                                 January 1, 2003 Denton
                                          BONDED THRU TROY FAIN INSURANCE, INC.




STATE OF ____________
COUNTY OF  ____________

         The foregoing instrument was acknowledged before me this ____ day of
____________ , 2000, by CHRISTOPHER J.CAVALLARO, who is personally known to me
or who has produced ____________ as identification.

         WITNESS my hand and official seal at ___________, State of ___________,
County of ____________, the day and year last aforesaid.


                                          -------------------------------------
                                               Notary Public

My Commission Expires:




STATE OF ____________
COUNTY OF  ____________

         The foregoing instrument was acknowledged before me this ____ day of
____________ , 2000, LINDA CAVALLARO, who is personally known to me or who has
produced ____________ as identification.

         WITNESS my hand and official seal at ___________, State of ___________,
County of ____________, the day and year last aforesaid.


                                          -------------------------------------
                                               Notary Public

My Commission Expires:




                                        Page 19

<PAGE>   20

STATE OF NEW YORK
COUNTY OF NASSAU

         The foregoing instrument was acknowledged before me this 18th day of
October, 2000, by CHRISTOPHER J. CAVALLARO, who is personally known to me or
who has produced (NY Driver's License) as identification.

         WITNESS my hand and official seal at Mineola, State of New York,
County of Nassau, the day and year last aforesaid.


                                           /s/ LUISA C. FILIPE
                                          -------------------------------------
                                               Notary Public

My Commission Expires: 02/08/2002                    Luisa C. Filipe
                                            Notary Public, State of New York
                                                       No. 4913848
                                               Qualified in Nassau County
                                           Commission Expires February 8, 2002




STATE OF NEW YORK
COUNTY OF NASSAU

         The foregoing instrument was acknowledged before me this 18th day of
October, 2000, by LINDA CAVALLARO, who is personally known to me or who has
produced (NY Driver's License) as identification.

         WITNESS my hand and official seal at Mineola, State of New York,
County of Nassau, the day and year last aforesaid.


                                           /s/ LUISA C. FILIPE
                                          -------------------------------------
                                               Notary Public

My Commission Expires: 02/08/2002                    Luisa C. Filipe
                                            Notary Public, State of New York
                                                       No. 4913848
                                               Qualified in Nassau County
                                           Commission Expires February 8, 2002




                                    Page 20