Exhibit 10.20
                                 -------------


                          COMMERCIAL SECURITY AGREEMENT

Principal: $2,000,000.00
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>
Grantor:  CATEGORY 5 TECHNOLOGIES, INC.
          EPENZIO, INC.
          2795 COTTONWOOD PARKWAY, STE 450
          SALT LAKE CITY, UT 84121

================================================================================

THIS  COMMERICAL  SECURITY  AGREEMENT dated August 7, 2002, is made and executed
among CATEGORY 5 TECHNOLOGIES,  INC.; and EPENZIO, INC. ("Grantor");  CATEGORY 5
TECHNOLOGIES, INC. ("Borrower"); and ZIONS FIRST NATIONAL BANK ("Lender").

GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender
a security interest in the Collateral to secure the indebtedness and agrees that
Lender  shall  have the  rights  stated in this  Agreement  with  respect to the
Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
the  following  described  property,  whether now owned or  hereafter  acquired,
whether now  existing or  hereafter  arising,  and  wherever  located,  in which
Grantor  is  giving  to  Lender  a  security  interest  for the  payment  of the
Indebtedness  and performance of all other  obligations  under the Note and this
Agreement:

         ALL INVENTORY,  CHATTEL PAPER,  ACCOUNTS,  GENERAL  INTANGIBLES AND ALL
         CONTRACT RECEIVABLE SERVICE BY DUVERA BILLING SERVICES, LLC., AND OWNED
         BY EPENZIO, INC. AND CATEGORY 5 TECHNOLOGIES,  INC.; WHETHER ANY OF THE
         FOREGOING IS OWNED NOW OR ACQUIRED LATER;  ALL  ACCESSIONS,  ADDITIONS,
         REPLACEMENTS AND  SUBSTITUTIONS  RELATING TO ANY OF THE FOREGOING,  ALL
         RECORDS OF ANY KIND RELATING THERETO.

In addition, the word "Collateral" also includes all the following,  whether now
owned or hereafter  acquired,  whether now existing or  hereafter  arising,  and
wherever located:

              (A) All accessions, attachments,  accessories, replacements of any
         additions to any of the collateral described herein,  whether added now
         or later.

              (B) All products  and produce of any of the property  described in
         this Collateral section.

              (C) All accounts, general intangibles, instruments, rents, monies,
         payments,  and all other rights, arising out of a sale, lease, or other
         disposition  of  any of  the  property  described  in  this  Collateral
         section.

              (D) All proceeds  (including  insurance  proceeds)  from the sale,
         destruction,  loss,  or  other  disposition  of  any  of  the  property
         described in this Collateral  section,  and sums due from a third party
         who has  damaged  or  destroyed  the  Collateral  or from that  party's
         insurer, whether due to judgment, settlement or other process.

              (E) All records and data relating to any of the property described
         in  this  Collateral  section,  whether  in  the  form  of  a  writing,
         photograph,  microfilm,  microfiche, or electronic media, together with
         all of  Grantor's  right,  title,  and  interest in and to all computer
         software required to utilize,  create,  maintain,  and process any such
         records or data on electronic media.

Despite any other provision of this Agreement,  Lender is not granted,  and will
not have, a  nonpurchase  money  security  interest in household  goods,  to the
extent  such a security  interest  would be  prohibited  by  applicable  law. In
addition,  if because of the type of any Property,  Lender is required to give a
notice of the right to cancel under Truth in Lending for the Indebtedness,  then
Lender  will not have a security  interest in such  Collateral  unless and until
such a notice is given.

CROSS-COLLATERALIZATION.  In addition to the Note,  this  Agreement  secured all
obligations,  debts and  liabilities,  plus  interest  thereon,  of  Borrower to
Lender,  or any one or more of them,  as well as all  claims by  Lender  against
Borrower or any one or more of them,  whether now existing or hereafter arising,
whether  related or unrelated to the purpose of the Note,  whether  voluntary or
otherwise,   whether  due  or  not  due,  direct  or  indirect,   determined  or
undetermined,   absolute  or  contingent,  liquidated  or  unliquidated  whether
Borrower or Grantor may be liable  individually or jointly with others,  whether
obligated as guarantor,  surety  accommodation  party or otherwise,  and whether
recovery  upon such amounts may be or hereafter may become barred by any statute
of  limitations,  and whether  the  obligation  to repay such  amounts may be or
hereafter may become otherwise unenforceable.

BORROWER'S WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this
Agreement or by  applicable  law, (A) Borrower  agrees that Lender need not tell
Borrower  about any action or  inaction  Lender  takes in  connection  with this
Agreement;  (B)  Borrower  assumes  the  responsibility  for being  and  keeping
informed  about the  Collateral;  and (C) Borrower  waives any defenses that may
arise because of any action or inaction of Lender,  including without limitation
any failure of Lender to realize upon the  Collateral  or any delay by Lender in
realizing upon the  Collateral;  and Borrower  agrees to remain liable under the
Note no matter what action Lender takes or fails to take under this Agreement.

GRANTOR'S  REPRESENTATIVES  AND  WARRANTIES.  Grantor  warrants  that:  (A) this
Agreement  is executed at  Borrower's  request and not at the request of Lender;
(B) Grantor has the full right, power and authority to enter into this Agreement
and to pledge the  Collateral to Lender;  (C) Grantor has  established  adequate
means of  obtaining  from  Borrower  on a  continuing  basis  information  about
Borrower's  financial  condition;  and (D) Lender has made no  representation to
Grantor about Borrower or Borrower's creditworthiness.

GRANTOR'S  WAIVERS.  Grantor waives all  requirements of  presentment,  protest,
demand,  and notice of dishonor or  non-payment  to Borrower or Grantor,  or any
other  party to the  Indebtedness  or the  Collateral.  Lender may do any of the
following  with  respect  to any  obligation  of  any  Borrower,  without  first
obtaining  the  consent  of  Grantor;  (A) grant any  extension  of time for any
payment,  (B) grant any renewal, (C) permit any modification of payment terms or
other terms,  or (D) exchange or release any  Collateral or other  security.  No
such act or failure to act shall affect  Lender's  rights against Grantor or the
Collateral.

RIGHT OF SETOFF.  To the extent  permitted by applicable  law, Lender reserves a
right of  setoff  in all  Grantor's  accounts  with  Lender  (whether  checking,
savings,  or some other  account).  This  includes  all accounts  Grantor  holds
jointly  with  someone  else and all  accounts  Grantor  may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Grantor  authorized  Lender, to the
extent  permitted by  applicable  law, to charge or setoff all sums owing on the
Indebtedness  against any and all such  accounts,  and, at Lender's  option,  to
administratively  freeze all such  accounts to allow Lender to protect  Lender's
charge and setoff rights provided in this paragraph.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                   (Continued)                              Page 2
================================================================================


GRANTOR'S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect to the Collateral, Grantor represents and promises to Lender that:

Perfection of Security Interest.  Grantor agrees to execute financing statements
and to take  whatever  other  actions  are  requested  by Lender to perfect  and
continue Lender's  security interest in the Collateral.  Upon request of Lender,
Grantor  will  deliver  to Lender  any and all of the  documents  evidencing  or
constituting  the Collateral,  and Grantor will note Lender's  interest upon any
and all chattel paper if not delivered to Lender for possession by Lender.  This
is a continuing  Security  Agreement and will continue in effect even though all
or any part of the  indebtedness is paid in full and even though for a period of
time Borrower may not be indebted to Lender.

Notices to Lender.  Grantor will  promptly  notify Lender in writing at Lender's
address shown above for such other  addresses as Lender may designate  from time
to time)  prior to any (1) change in  Grantor's  name;  (2) change in  Grantor's
assumed  business  name(s);  (3)  change in the  management  of any  Corporation
Grantor;  (4)  change in the  authorized  signer(s);  (5)  change  in  Grantor's
principal  office address;  (6) change in Grantor's state of  organization;  (7)
conversion  of Grantor to a new or  different  type of business  entity;  or (8)
change in any other aspect of Grantor that directly or indirectly relates to any
agreements  between Grantor and Lender.  No change in Grantor's name or state of
organization will take effect until after Lender has received notice.

No Violation.  The execution and delivery of this Agreement will not violate any
law or  agreement  governing  Grantor or to which  Grantor  is a party,  and its
certificate or articles of incorporation  and bylaws do not prohibit any term or
condition of this Agreement.

Enforceability of Collateral. To the extent the Collateral consists of accounts,
chattel  paper,  or general  intangibles,  as defined by the Uniform  Commercial
Code, the Collateral is  enforceable in accordance  with its terms,  is genuine,
and fully complies with all applicable  laws and  regulations  concerning  form,
content and manner of preparation and execution, and all persons appearing to be
obligated on the  Collateral  have authority and capacity to contract and are in
fact obligated as they appear to be on the Collateral. There shall be no setoffs
or counterclaims against any of the Collateral, and no agreement shall have been
made under which any  deductions  or  discounts  may be claimed  concerning  the
Collateral except those disclosed to Lender in writing.

Location of the Collateral. Except in the ordinary course of Grantor's business,
Grantor  agrees to keep the  Collateral  at Grantor's  address shown above or at
such other locations as are acceptable to Lender. Upon Lender's request, Grantor
will  deliver  to  Lender in form  satisfactory  to  Lender a  schedule  of real
properties and Collateral locations relating to Grantor's operations,  including
without  limitation  the  following:  (1) all real  property  Grantor owns or is
purchasing; (2) all real property Grantor is renting or leasing; (3) all storage
facilities  Grantor owns,  rents,  leases, or uses; and (4) all other properties
where Collateral is or may be located.

Removal of the Collateral.  Except in the ordinary course of Grantor's business,
Grantor  shall not remove the  Collateral  from its  existing  location  without
Lender's prior written consent. Grantor shall, whenever requested, advise Lender
of the exact location of the Collateral.

Transactions  Involving  Collateral.  Except  for  inventory  sold  or  accounts
collected in the ordinary course of Grantor's business, or as otherwise provided
for in this  Agreement,  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.  Upon
receipt, Grantor shall immediately deliver any such proceeds to Lender.

Title.  Grantor  represents  and warrants to Lender that Grantor  holds good and
marketable title to the Collateral, free and clear of all liens and encumbrances
except 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.

Repairs  and  Maintenance.  Grantor  agrees to keep and  maintain,  and to cause
others to keep and maintain,  the Collateral in good order, repair and condition
at all times while this Agreement  remains in effect.  Grantor further agrees to
pay when due all  claims  for work done on, or  services  rendered  or  material
furnished in connection  with the Collateral so that no lien or encumbrance  may
ever attach to or be filed against the Collateral.

Inspection of Collateral.  Lender and Lender's  designated  representatives  and
agents shall have the right at all  reasonable  times to examine and inspect the
Collateral wherever located.

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 Lender's 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.  Grantor further agrees to furnish Lender
with evidence that such taxes,  assessments,  and governmental and other charges
have been paid in full and in a timely  manner.  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.

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,  including all laws or regulations  relating to the undue
erosion of  highly-erodible  land or relating to the  conversion of wetlands for
the production of an agricultural  product or commodity.  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.

Hazardous Substances.  Grantor represents and warrants that the Collateral never
has been,  and  never  will be so long as this  Agreement  remains a lien on the
Collateral,  used in violation of any Environmental  Laws or for the generation,
manufacture, storage, transportation, treatment, disposal, release or threatened
release of any Hazardous Substance. The representations and warranties contained
herein are based on Grantor's due diligence in investigating  the Collateral for
Hazardous  Substances.  Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable
for  cleanup or other  costs  under any  Environmental  Laws,  and (2) agrees to
indemnify  and hold  harmless  Lender  against  any and all  claims  and  losses
resulting from a breach of this provision of this Agreement.  This obligation to
indemnify shall survive the payment of the  Indebtedness and the satisfaction of
this Agreement.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                    (Continued)                             Page 3
================================================================================

Maintenance of Casualty Insurance.  Grantor shall procure and maintain all risks
insurance,  including  without  limitation  fire,  theft and liability  coverage
together  with such other  insurance  as Lender may require  with respect to the
Collateral,  in form,  amounts,  coverages  and basis  reasonably  acceptable to
Lender and issued by a company or  companies  reasonably  acceptable  to Lender.
Grantor,  upon  request of Lender,  will deliver to Lender from time to time the
policies or  certificates  of insurance in form  satisfactory  to Lender and not
including any  disclaimer of the insurer's  liability for failure to give such a
notice.  Each insurance policy also shall include an endorsement  providing that
coverage in favor of Lender will not be impaired in any way by any act, omission
or default  of Grantor or any other  person.  In  connection  with all  policies
covering assets in which Lender holds or is offered a security interest, Grantor
will provide Lender with such loss payable or other  endorsements  as Lender may
require.  If Grantor at any time fails to obtain or maintain  any  insurance  as
required under this Agreement, Lender may (but shall not be obligated to) obtain
such  insurance  as Lender  deems  appropriate,  including  if Lender so chooses
"single  interest  insurance,"  which will cover only  Lender's  interest in the
Collateral.

Application of Insurance  Proceeds.  Grantor shall promptly notify Lender of any
loss or damage to the Collateral. Lender may make proof of loss if Grantor fails
to do so within fifteen (15) days of the casualty. All proceeds of any insurance
on the Collateral,  including accrued proceeds thereon,  shall be held by Lender
as part of the  Collateral.  If Lender  consents to repair or replacement of the
damaged or  destroyed  Collateral,  Lender  shall,  upon  satisfactory  proof of
expenditure,  pay or reimburse Grantor from the proceeds for the reasonable cost
of repair or restoration. If Lender does not consent to repair or replacement of
the Collateral,  Lender shall retain a sufficient  amount of the proceeds to pay
all of the  Indebtedness,  and shall pay the  balance to Grantor.  Any  proceeds
which have not been  disbursed  within six (6) months  after  their  receipt and
which Grantor has not committed to the repair or  restoration  of the Collateral
shall be used to prepay the Indebtedness.

Insurance Reserves.  Lender may require Grantor to maintain with Lender reserves
for payment of insurance  premiums,  which  reserves shall be created by monthly
payments  from Grantor of a sum estimated by Lender to be sufficient to produce,
at least  fifteen (15) days before the premium due date,  amounts at least equal
to the  insurance  premiums to be paid.  If fifteen (15) days before  payment is
due,  the  reserve  funds are  insufficient,  Grantor  shall upon demand pay any
deficiency  to Lender.  The  reserve  funds shall be held by Lender as a general
deposit and shall  constitute a  non-interest-bearing  account  which Lender may
satisfy by payment of the insurance  premiums  required to be paid by Grantor as
they become due.  Lender does not hold the reserve  funds in trust for  Grantor,
and Lender is not the agent of Grantor  for  payment of the  insurance  premiums
required to be paid by Grantor.  The  responsibility for the payment of premiums
shall remain Grantor's sole responsibility.

Insurance  Reports.  Grantor,  upon request of Lender,  shall  furnish to Lender
reports on each existing policy of insurance  showing such information as Lender
may reasonably request including the following: (1) the name of the insurer; (2)
the risks insured;  (3) the amount of the policy; (4) the property insured;  (5)
the then current value on the basis of which insurance has been obtained and the
manner of determining that value; and (6) the expiration date of the policy.  In
addition,  Grantor  shall upon  request by Lender  (however  not more often than
annually) have an independent  appraiser  satisfactory to Lender  determine,  as
applicable, the cash value or replacement cost of the Collateral.

Financing  Statements.  Grantor  authorizes  Lender  to file a  UCC-1  financing
statement,  or  alternatively,  a copy of this  Agreement  to  perfect  Lender's
security interest. At Lender's request,  Grantor additionally agrees to sign all
other documents that are necessary to perfect,  protect,  and continue  Lender's
security  interest in the  Property.  Grantor  will pay all filing  fees,  title
transfer  fees, and other fees and costs  involved  unless  prohibited by law or
unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints  Lender to  execute  financing  statements  and  documents  of title in
Grantor's name and to execute all documents necessary to transfer title if there
is a default. Lender may file a copy of this Agreement as a financing statement.
If Grantor  changes  Grantor's  name and address,  or the name or address of any
person granting a security interest under this Agreement  changes,  Grantor will
promptly notify the Lender of such change.

GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have possession of the
tangible  personal property and beneficial use of all the Collateral and may use
it in any lawful  manner not  inconsistent  with this  Agreement  or the Related
Documents,  provided that Grantor's right to possession and beneficial use shall
not apply to any  Collateral  where  possession  of the  Collateral by Lender is
required by law to perfect Lender's  security  interest in such  Collateral.  If
Lender at any time 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 Lender's 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.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the  Collateral or if Grantor fails to
comply with any provision of this Agreement or any Related Documents,  Lender on
Grantor's behalf may (but shall not be obligated to) take any action that Lender
deems appropriate, including but not limited to discharging or paying all taxes,
liens, security interests,  encumbrances and other claims, at any time levied or
placed on the Collateral and paying all costs for insuring,  and 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 will 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 (2) the
remaining term of the Note; or (C) be treated as a balloon payment which will be
due and payable at the Note's  maturity.  The 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 Default.

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

Payment  Default.  Borrower  fails  to make  any  payment  when  due  under  the
Indebtedness.

Other Defaults. Borrower or Grantor fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Agreement or in any of
the Related  Documents  or to comply  with or to perform  any term,  obligation,
covenant or  condition  in any other  agreement  between  Lender and Borrower or
Grantor.

Default in Favor of Third Parties.  Should Borrower or any Grantor 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  Grantor's  property or  Borrower's  or any  Grantor's
ability to repay the indebtedness or perform their respective  obligations under
this Agreement or any of the Related Documents.
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                    (Continued)                             Page 4
================================================================================

False Statements. Any warranty, representation or statement made or furnished to
Lender by Borrower or Grantor or on  Borrower's  or Grantor's  behalf under this
Agreement  or the  Related  Documents  is false or  misleading  in any  material
respect,  either  now or 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  collateral
document to create a valid and perfected  security interest or lien) at any time
and for any reason.

Insolvency.  The dissolution or termination of Borrower's or Grantor's existence
as a going business, the insolvency of Borrower or Grantor, the appointment of a
receiver for any part of Borrower's or Grantor'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 or
Grantor.

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 or Grantor or by any  governmental
agency  against  any  collateral  securing  the  Indebtedness.  This  includes a
garnishment  of any of  Borrower's  or  Grantor's  accounts,  including  deposit
accounts,  with Lender.  However, this Event of Default shall not apply if there
is a  good  faith  dispute  by  Borrower  or  Grantor  as  to  the  validity  or
reasonableness  of the claim which is the basis of the  creditor  or  forfeiture
proceeding  and if  Borrower  or  Grantor  gives  Lender  written  notice of the
creditor or  forfeiture  proceeding  and deposits with Lender monies or a surety
bond for the  creditor or  forfeiture  proceeding,  in an amount  determined  by
Lender,  in its sole  discretion,  as being an adequate  reserve or bond for the
dispute.

Events Affecting  Guarantor.  Any of the preceding events occurs with respect to
guarantor, endorser, surety or accommodation party of any of the Indebtedness or
guarantor,  endorser, surety, or accommodation party dies or becomes incompetent
or revokes or disputes the validity of, or liability  under, any Guaranty of the
Indebtedness.

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

Insecurity. Lender in good faith believes itself insecure.

Cure Provisions.  If any default, other than a default in payment is curable and
if Grantor has not been given a notice of a breach of the same provision of this
Agreement  within the  preceding  twelve (12)  months,  it may be cured (and not
event of default will have occurred) if Grantor,  after receiving written notice
from Lender demanding cure of such default: (1) cures the default within fifteen
(15) days; or (2) if the cure requires more than fifteen (15) days,  immediately
initiates  steps which Lender deems in Lender's sole discretion to be sufficient
to cure the default and  thereafter  continues and completes all  reasonable and
necessary  steps  sufficient  to  produce   compliance  as  soon  as  reasonably
practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party  under  the  Utah  Uniform   Commercial  Code.  In  addition  and  without
limitation,  Lender may  exercise  any one or more of the  following  rights and
remedies:

Accelerate Indebtedness.  Lender may declare the entire Indebtedness,  including
any prepayment penalty which Borrower would be required to pay,  immediately due
and payable, without notice of any kind to Borrower or Grantor.

Assemble Collateral.  Lender may require Grantor to deliver to Lender all or any
portion  of the  Collateral  and any and all  certificates  of title  and  other
documents relating to the Collateral. Lender may require Grantor to assemble the
Collateral  and make it  available  to  Lender  at a place to be  designated  by
Lender.  Lender also shall have full power to enter upon the property of Grantor
to take  possession of and remove the  Collateral.  If the  Collateral  contains
other goods not covered by this  Agreement  at the time of  possession,  Grantor
agrees Lender may take such other goods,  provided that Lender makes  reasonable
efforts to return them to Grantor after repossession.

Sell the Collateral.  Lender shall have full power to sell, lease,  transfer, or
otherwise deal with the  Collateral or proceeds  thereof in Lender's own name or
that of Grantor.  Lender may sell the  Collateral  at public  auction or private
sale.  Unless the Collateral  threatens to decline  speedily in value or is of a
type  customarily  sold on a recognized  market,  Lender will give Grantor,  and
other persons as required by law, reasonable notice of the time and place of any
public sale,  or the time after which any private sale or any other  disposition
of the  Collateral  is to be made.  However,  no notice  need be provided to any
person who,  after Event of Default  occurs,  enters into and  authenticates  an
agreement  waiving that person's right to notification of sale. The requirements
of reasonable notice shall be met if such notice is given at least ten (10) days
before  the  time of the  sale or  disposition.  All  expenses  relating  to the
disposition  of the  Collateral,  including  without  limitation the expenses of
retaking,  holding,  insuring,  preparing  for sale and selling the  Collateral,
shall become a part of the  Indebtedness  secured by this Agreement and shall be
payable on demand, with interest at the Note rate from date of expenditure until
repaid.  Appoint  Receiver.  Lender  shall  have the  right  to have a  receiver
appointed  to take  possession  of all or any part of the  Collateral,  with the
power to  protect  and  preserve  the  Collateral,  to  operate  the  Collateral
preceding  foreclosure or sale, and to collect the Rents from the Collateral and
apply the  proceeds,  over and above the cost of the  receivership,  against the
Indebtedness.  Grantor  hereby  waives  any  requirement  that the  receiver  be
impartial and  disinterested as to all of the parties and agrees that employment
by Lender shall not disqualify a person from serving as a receiver.

Collect Revenues,  Apply Accounts.  Lender, either itself or through a receiver,
may collect the  payments,  rents,  income,  and revenues  from the  Collateral.
Lender may at any time in  Lender's  discretion  transfer  any  Collateral  into
Lender's own name or that of Lender's  nominee and receive the payments,  rents,
income,   and  revenues  therefrom  and  hold  the  same  as  security  for  the
Indebtedness  or  apply  it to  payment  of the  Indebtedness  in such  order of
preference  as Lender may  determine.  Insofar  as the  Collateral  consists  of
accounts, general intangibles,  insurance policies, instruments,  chattel paper,
choses in action, or similar property,  Lender may demand, collect, receipt for,
settle, compromise,  adjust, sue for, foreclose, or realize on the Collateral as
Lender may determine, whether or not Indebtedness or Collateral is then due. For
these  purposes,  Lender may, on behalf of and in the name of Grantor,  receive,
open and dispose of mail addressed to Grantor;  change any address to which mail
and payments are to be sent; and endorse notes,  checks,  drafts,  money orders,
documents of title,  instruments and items pertaining to payment,  shipment,  or
storage of any Collateral.  To facilitate collection,  Lender may notify account
debtors and obligors on any Collateral to make payments directly to Lender.

Obtain  Deficiency.  If  Lender  chooses  to sell any or all of the  Collateral,
Lender may obtain a judgment  against  Borrower for any deficiency  remaining on
the  Indebtedness  due to Lender after  application of all amounts received from
the exercise of the rights provided in this Agreement.  Borrower shall be liable
for a deficiency even if the transaction  described in this subsection is a sale
of accounts or chattel paper.

Other  Rights and  Remedies.  Lender shall have all the rights and remedies of a
secured creditor under the provisions of the Uniform  Commercial Code, as may be
amended from time to time.  In addition,  Lender shall have and may exercise any
or all other  rights and remedies it may have  available  at law, in equity,  or
otherwise.

Election of Remedies.  Except as may be  prohibited  by  applicable  law, all of
Lender's rights and remedies,  whether evidenced by this Agreement,  the Related
Documents,  or by any other  writing,  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 Grantor  under this  Agreement,  after
Grantor's  failure  to  perform,  shall not affect  Lender's  right to declare a
default and exercise its remedies.
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                   (Continued)                              Page 5
================================================================================

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.

Arbitration Disclosures.

         1.   ARBITRATION  IS FINAL AND  BINDING ON THE  PARTIES  AND SUBJECT TO
              ONLY VERY LIMITED REVIEW BY A COURT.
         2.   IN ARBITRATION  THE PARTIES ARE WAIVING THEIR RIGHT TO LITIGATE IN
              COURT, INCLUDING THEIR RIGHT TO A JURY TRIAL.
         3.   DISCOVERY IN ARBITRATION ISMORE LIMITED THAN DISCOVERY IN COURT.
         4.   ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL  FINDINGS OR LEGAL
              REASONING   IN  THEIR   AWARDS.   THE  RIGHT  TO  APPEAL  OR  SEEK
              MODIFICATION OF ARBITRATORS' RULINGS IS VERY LIMITED.
         5.   A PANEL OF  ARBITRATORS  MIGHT INCLUDE AN ARBITRATOR WHO IS OR WAS
              AFFILIATED WITH THE BANKING INDUSTRY.
         6.   ARBITRATION  WILL APPLY TO ALL DISPUTES  BETWEEN THE  PARTIES,  NO
              JUST THOSE CONCERNING THE AGREEMENT.
         7.   IF YOU HAVE QUESTIONS ABOUT ARBITRATION,  CONSULT YOUR ATTORNEY OR
              THE AMERICAN ARBITRATION ASSOCIATION.

         (a) Any claim or controversy  ("Dispute")  between or among the parties
         and their employees,  agents, affiliates,  and assigns,  including, but
         not limited to, Disputes  arising out of or relating to this agreement,
         this  arbitration  provision  ("arbitration  clause"),  or any  related
         agreements or  instruments  relating  hereto or delivered in connection
         herewith ("Related Agreements"),  and including,  but not limited to, a
         Dispute based on or arising from an alleged tort,  shall at the request
         of any party be resolved by binding  arbitration in accordance with the
         applicable  arbitration rules of the American  Arbitration  Association
         (the "Administrator").  The provisions of this arbitration clause shall
         survive any termination,  amendment, or expiration of this agreement or
         Related  Agreements.  The provisions of this  arbitration  clause shall
         supersede any prior arbitration agreement between or among the parties.

         (b) The arbitration  proceedings  shall be conducted in a city mutually
         agreed by the parties.  Absent such an agreement,  arbitration  will be
         conducted  in  Salt  Lake  City,  Utah or such  other  place  as may be
         determined   by  the   Administrator.   The   Administrator   and   the
         arbitrator(s)  shall have the  authority to the extent  practicable  to
         take any action to require the  arbitration  proceeding to be completed
         and the  arbitrator(s)'  award issued  within 150 days of the filing of
         the Dispute with the  Administrator.  The arbitrator(s)  shall have the
         authority  to impose  sanctions  on any party that fails to comply with
         time  periods  imposed  by  the  Administrator  or  the  arbitrator(s),
         including the sanction of summarily  dismissing  any Dispute or defense
         with prejudice.  The arbitrator(s)  shall have the authority to resolve
         any Dispute  regarding the terms of this  agreement,  this  arbitration
         clause,  or  Related  Agreements,  including  any claim or  controversy
         regarding the  arbitrability  of any Dispute.  All limitations  periods
         applicable to any Dispute or defense,  whether by statute or agreement,
         shall  apply  to  any   arbitration   proceeding   hereunder   and  the
         arbitrator(s) shall have the authority to decide whether any Dispute or
         defense,  is barred by a  limitations  period and, if so, to  summarily
         enter an award  dismissing  any Dispute or defense on that  basis.  The
         doctrines of  compulsory  counterclaim,  res judicata,  and  collateral
         estoppel shall apply to any arbitration  proceeding hereunder so that a
         party must state as a counterclaim  in the  arbitration  proceeding any
         claim or controversy  which arises out of the transaction or occurrence
         that is the subject matter of the Dispute. The arbitrator(s) may in the
         arbitrator(s)'  discretion  and  at  the  request  of  any  party:  (1)
         consolidate in a single arbitration  proceeding any other claim arising
         out of the same transaction involving another party to that transaction
         that is bound by an arbitration clause with Lender,  such as borrowers,
         guarantors,  sureties, and owners of collateral; and (2) consolidate or
         administer  multiple  arbitration  claims or  controversies  as a class
         action  in  accordance  with  Rule 23 of the  Federal  Rules  of  Civil
         Procedure.

         (c) The arbitrator(s) shall be selected in accordance with the rules of
         the Administrator from panels maintained by the Administrator. A single
         arbitrator  shall have  expertise in the subject matter of the Dispute.
         Where three arbitrators conduct an arbitration proceeding,  the Dispute
         shall be decided by a majority vote of the three arbitrators,  at least
         one of whom must have  expertise  in the subject  matter of the Dispute
         and  at  least  one  of  whom  must  be  a  practicing  attorney.   The
         arbitrator(s) shall award to the prevailing party recovery of all costs
         and   fees   (including   attorneys'   fees  and   costs,   arbitration
         administration   fees  and  costs,   and   arbitrator(s)'   fees.   The
         arbitrator(s), either during the pendency of the arbitration proceeding
         or as part of the  arbitration  award,  also may grant  provisional  or
         ancillary  remedies including but not limited to an award of injunctive
         relief, foreclosure, sequestration,  attachment, replevin, garnishment,
         or the appointment of a receiver.

         (d)  Judgment  upon an  arbitration  award may be  entered in any court
         having  jurisdiction,   subject  to  the  following   limitation:   the
         arbitration  award is binding  upon the parties only if the amount does
         not exceed Four Million Dollars  ($4,000,000.00);  if the award exceeds
         that limit,  either party may demand the right to a court trial. Such a
         demand  must be filed with the  Administrator  within  thirty (30) days
         following the date of the  arbitration  award;  if such a demand is not
         made with that time period,  the amount of the arbitration  award shall
         be binding. The computation of the total amount of an arbitration award
         shall  include   amounts   awarded  for  attorneys'   fees  and  costs,
         arbitration administration fees and costs, and arbitrator(s)' fees.

         (e) No provision of this  arbitration  clause,  nor the exercise of any
         rights hereunder, shall limit the right of any party to: (1) judicially
         or  non-judicially  foreclose  against  any real or  personal  property
         collateral  or  other  security;   (2)  exercise  self-help   remedies,
         including but not limited to  repossession  and setoff  rights;  or (3)
         obtain from a court having  jurisdiction  thereover any  provisional or
         ancillary  remedies  including  but not limited to  injunctive  relief,
         foreclosure,  sequestration,  attachment, replevin, garnishment, or the
         appointment  of a receiver.  Such rights can be  exercised at any time,
         before or after initiation of an arbitration proceeding,  except to the
         extent such action is contrary to the arbitration  award.  The exercise
         of such rights shall not constitute a waiver of the right to submit any
         Dispute to  arbitration,  and any claim or  controversy  related to the
         exercise  of such rights  shall be a Dispute to be  resolved  under the
         provisions  of  this  arbitration   clause.   Any  party  may  initiate
         arbitration with the Administrator. If any party desires to arbitrate a
         Dispute  asserted  against  such  party in a  complaint,  counterclaim,
         cross-claim, or third-party complaint thereto, or in an answer or other
         reply to any such pleading,  such party must make an appropriate motion
         to the trial court seeking to compel arbitration,  which motion must be
         filed  with the court  within 45 days of service  of the  pleading,  or
         amendment  thereto,  setting  forth such  Dispute.  If  arbitration  is
         compelled  after  commencement  of litigation  of a Dispute,  the party
         obtaining an order compelling  arbitration  shall commence  arbitration
         and pay the  Administrator's  filing  fees and costs  within 45 days of
         entry of such order.  Failure to do so shall constitute an agreement to
         proceed with  litigation  and waiver of the right to arbitrate.  In any
         arbitration  commenced  by a consumer  regarding  a  consumer  Dispute,
         Lender  shall pay one half of the  Administrator's  filing  fee,  up to
         $250.

         (f)  Notwithstanding  the  applicability  of  any  other  law  to  this
         agreement,  the arbitration  clause, or Related  Agreements  between or
         among the parties,  the Federal Arbitration Act, 9 U.S.C.  Section 1 et
         seq.,  shall  apply  to the  construction  and  interpretation  of this
         arbitration  clause. If any provision of this arbitration clause should
         be  determined  to be  unenforceable,  all  other  provisions  of  this
         arbitration clause shall remain in full force and effect.

Attorneys'  Fees;  Expenses.  Grantor  agrees to pay upon demand all of Lender's
costs and expenses, including
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                   (Continued)                              Page 6
================================================================================

Lender's  reasonable  attorney's fees and Lender's legal  expenses,  incurred in
connection  with  the  enforcement  of this  Agreement.  Lender  may hire or pay
someone else to help enforce this Agreement, and Grantor shall pay the costs and
expenses of such  enforcements.  Costs and expenses include Lender's  reasonable
attorneys' fees and legal expenses whether or not Lender's salaried employee and
whether  or not there is a lawsuit,  including  reasonable  attorneys'  fees and
legal expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction),  appeals,  and any anticipated  post-judgment
collection services.  Grantor also shall pay all court costs and such additional
fees as may be directed by the court.

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

Governing  Law. This  Agreement  will be governed by,  construed and enforced in
accordance  with federal law and the laws of the State of Utah.  This  Agreement
has been accepted by Lender in the State of Utah.

Choice of Venue. If there is a lawsuit,  Grantor agrees upon Lender's request to
submit to the jurisdiction of the courts of SALT LAKE County, State of Utah.

Joint and Several Liability.  All obligations of Borrower and Grantor under this
Agreement  shall be joint and several,  and all references to Grantor shall mean
each and every Borrower. This means that each Borrower and Grantor signing below
is responsible for all  obligations in this Agreement.  Where any one or more of
the parties is a corporation,  partnership, limited liability company or similar
entity,  it is not necessary for Lender to inquire into the powers of any of the
officers, directors,  partners, members, or other agents acting or purporting to
act on the entity's behalf, and any obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed under this Agreement.

No Waiver by Lender.  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 Lender's  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 Grantor,  shall  constitute a waiver of any of Lender's  rights or of
any of Grantor's obligations 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 to subsequent
instances  where such  consent is required  and in all cases such consent nay be
granted or withheld in the sole discretion of Lender.

Notices.  Unless otherwise provided by applicable law, any notice required to be
given under this  Agreement  or  required by law shall be given in writing,  and
shall be effective  when actually  delivered in accordance  with the law or with
this  Agreement,  when  actually  received by  telefacsimile  (unless  otherwise
required by law), when deposited with a nationally recognized overnight courier,
or, if  mailed,  when  deposited  in the United  States  mail,  as first  class,
certified or registered  mail postage  prepaid,  directed to the addresses shown
near the  beginning  of this  Agreement.  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.  For notice  purposes,  Grantor  agrees to keep Lender  informed at all
times of Grantor's current address. Unless otherwise provided by applicable law,
if there is more than one Grantor,  any notice given by Lender to any Grantor is
deemed to be notice given to all Grantors.

Power of Attorney.  Grantor  hereby  appoints  Lender as  Grantor's  irrevocable
attorney-in-fact  for the  purpose  of  executing  any  documents  necessary  to
perfect,  amend, or to continue the security  interest granted in this Agreement
or to demand termination of filings of other secured parties.  Lender may at any
time,  and  without  further   authorization   from  Grantor,   file  a  carbon,
photographic  or  other  reproduction  of any  financing  statement  or of  this
Agreement for use as a financing  statement.  Grantor will reimburse  Lender for
all  expenses for the  perfection  and the  continuation  of the  perfection  of
Lender's security interest in the collateral.

Severability.  If a court of competent  jurisdiction finds any provision of this
Agreement  to be  illegal,  invalid,  or  unenforceable  as  to  any  person  or
circumstance,  that  finding  shall not make the  offending  provision  illegal,
invalid,  or unenforceable as to any other person or circumstance.  If feasible,
the offending  provision shall be considered  modified so that it becomes legal,
valid and  enforceable.  If the offending  provision  cannot be so modified,  it
shall be considered  deleted from this Agreement.  Unless otherwise  required by
law, the illegality,  invalidity,  or  unenforceability of any provision of this
Agreement shall not affect the legality, validity or enforceability of any other
provision of this Agreement.

Successors and Assigns.  Subject to any limitations  stated in this Agreement on
transfer of Grantor's  interest,  this Agreement shall be binding upon and inure
to the benefit of the parties, their successors and assigns. If ownership of the
Collateral becomes vested in a person other than Grantor, Lender, without notice
to Grantor,  may deal with Grantor's successors with reference to this Agreement
and the  Indebtedness  by way of  forbearance  or  extension  without  releasing
Grantor  from  the   obligations  of  this  Agreement  or  liability  under  the
Indebtedness.

Survival of Representations and Warranties. All representations, warranties, and
agreements  made by Grantor in this  Agreement  shall  survive the execution and
delivery of this Agreement,  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.

Time  is of the  Essence.  Time is of the  essence  in the  performance  of this
Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

Agreement.  The word "Agreement" means this commercial  Security  Agreement,  as
this Commercial Security Agreement may be amended or modified form time to time,
together with all exhibits and schedules  attached to this  Commercial  Security
Agreement from time to time.

Borrower. The word "Borrower" means CATEGORY 5 TECHNOLOGIES, INC., and all other
person and entities signing the Not in whatever capacity.

Collateral.  The word  "Collateral"  means  all of  Grantor's  right,  title and
interest in and to all the Collateral as described in the Collateral Description
section of this Agreement.

Default. The word "Default" means the Default set forth in this Agreement in the
section titled "Default".

Environmental  Laws.  The words  "Environmental  Laws"  mean any and all  state,
federal  and  local  statutes,   regulations  and  ordinances  relating  to  the
protection of human health or the environment,  including without limitation the
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments
and  Reauthorization  Act of 1986,  Pub. L. No. 99-499  ("SARA"),  the Hazardous
Materials  Transportation  Act, 49 U.S.C.  Section 1801,  et seq.,  the Resource
Conservation  and  Recovery  Act,  42 U.S.C.  Section  6901,  et seq.,  or other
applicable state or federal laws rules, or regulations adopted pursuant thereto.
<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No:  9001                      (Continued)                           Page 7
================================================================================

Event of Default. The words "Event of Default" mean any of the events of default
set forth in this Agreement in the default section of this Agreement.

Grantor.  The word "Grantor" means CATEGORY 5  TECHNOLOGIES,  INC.; and EPENZIO,
INC..

Hazardous  Substances.  The words  "Hazardous  Substances"  mean materials that,
because of their  quantity,  concentration  or physical,  chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health
or  the  environment  when  improperly  used,  treated,   stored,  disposed  of,
generated, manufactured,  transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation
any and all hazardous or toxic  substances,  materials or waste as defined by or
listed  under the  Environmental  Laws.  The term  "Hazardous  Substances"  also
includes,  without  limitations,  petroleum  and  petroleum  by-products  or any
fraction thereof any asbestos.

Indebtedness.  The word "Indebtedness" means and includes without limitation all
Loans, together with all other obligations, debts and liabilities of Borrower to
Lender,  or any one or more of them,  as well as all  claims by  Lender  against
Borrower,  or any  one or more  of  them;  whether  now or  hereafter  existing,
voluntary,  due or not due, absolute or contingent,  liquidated or unliquidated;
whether  Borrower may be liable  individually  or jointly  with others;  whether
Borrower may be obligated as a guarantor, surety, or otherwise; whether recovery
upon such  indebtedness  may be or hereafter may become barred by any statute of
limitations;  and  whether  such  indebtedness  may be or  hereafter  may become
otherwise unenforceable.

Lender.  The word "Lender"  means ZIONS FIRST  NATIONAL BANK, its successors and
assigns.

Note. The word "Note" means the Note executed by CATEGORY 5  TECHNOLOGIES,  INC.
in the principal amount of $2,000,000.00 dated August 7, 2002, together with all
renewals of extensions of, modifications of, refinancing of,  consolidations of,
and substitutions for not or credit agreement.

Property.  The word "Property" means all of Grantor's right,  title and interest
in and to all the Property as described in the "Collateral  Description" section
of this Agreement.

Related  Documents.  The words "Related  Documents" means all promissory  notes,
credit  agreements,  loan  agreements,   environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds of trust,  security  deeds,  collateral
mortgages, and all other instruments,  agreements and documents,  whether now or
hereafter existing, executed in connection with eh Indebtedness.

BORROWER  AND  GRANTOR  HAVE REAND AND  UNDERSTOOD  ALL THE  PROVISIONS  OF THIS
COMMERCIAL  SECURITY  AGREEMNT  AND AGREE TO ITS TERMS.  THIS  AGREEMNT IS DATED
AUGUST 7, 2002.

GRANTOR:


CATEGORY 5 TECHNOLOGIES, INC.


BY:    /s/
   -------------------------------------
      PAUL S ANDERSON, CEO OF CATEGORY 5
      TECHOLOGIES, INC.


EPENZIO, INC.


BY:    /s/
   -------------------------------------
      BRAD V CRAWFORD, CEO OF EPENZIO, INC.

BORROWER

CATEGORY 5 TECHNOLOGIES, INC.

BY:    /s/
   -------------------------------------
      PAUL S ANDERSON, CEO OF CATEGORY 5
      TECHNOLOGIES, INC.


<PAGE>

                               LANDLORD'S CONSENT

Principal:
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.

<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>

================================================================================

This landlord's consent is entered into and among Cateogry 5 Technologies,  Inc.
("Borrower"),  whose address is 2795  Cottonwood  Parkway,  Suite 450, Salt Lake
City, YT 84121; Zions First National Bank ("Lender"), whose address is Salt Lake
Commercial Banking Division, 10 East South Temple, Suite 200, Salt Lake City, UT
84133; and Cottonwood  Realty Service  ("Landlord"),  whose address is 2855 East
Cottonwood  Parkway,  #560,  Salt Lake City, UT 84121.  Borrower and Lender have
entered  into,  or are about to enter  into,  an  agreement  whereby  Lender has
acquired  or  will  acquire  a  security  interest  or  other  interest  in  the
Collateral.  Some or all of the  Collateral  may be affixed or otherwise  become
located on the Premises. To induce Lender to extend the Loan to Borrower against
such security  interest in the Collateral and for other valuable  consideration,
Landlord hereby agrees with Lender and Borrower as follows.

COLLATERAL  DESCRIPTION.  The word  "Collateral"  means  certain  of  Borrower's
personal  property  in which  Lender  has  acquired  or will  acquire a security
interest, including without limitation the following specific property;

ALL INVENTORY,  CHATTEL PAPER,  ACCOUNTS,  GENERAL  INTANGIBLES AND ALL CONTRACT
RECEIVABLES SERVICE BY DUVERA BILLING SERVICES, LLC., AND OWNED BY EPENZIO, INC.
AND CATEGORY 5 TECHNOLGIES,  INC.; WHETHER ANY OF THE FOREGOING IS OWNDED NOW OR
ACQUIRED  LATER;  ALL  ACCESSIONS,  ADDITIONS,  REPLACEMENTS  AND  SUBSTITUTIONS
RELATING TO ANY OF THE FOREGOING, ALL RECORDS OF ANY KIND RELATING THERETO.

BORROWERS  ASSIGNMENT  OF  LEASE.  Borrower  hereby  assigns  to  Lender  all of
Borrower's  rights in the Lease,  as partial  security for the Loan. The parties
intend  that  this  assignment  will be a present  transfer  to Lender of all of
Borrower's  rights  under the  Lease,  subject to  Borrower's  rights to use the
Premises and enjoy the benefits of the Lease while not in default on the Loan or
Lease.  Upon full  performance by Borrower under the Loan, this assignment shall
be ended,  without the  necessity  of any further  action by any of the parties.
This  assignment  includes  all renewals of and  amendments  to the Lease or the
Loan,  until the Loan is paid in full.  No  amendments  may be made to the Lease
without Lender's prior written consent, which shall not be unreasonably withheld
or delayed.

CONSENT OF  LANDLORD.  Landlord  consents to the above  assignment.  If Borrower
defaults  under the Loan or the  Lease,  Lender  may  reassign  the  Lease,  and
Landlord agrees that  Landlord's  consent to any such  reassignment  will not be
unreasonably withheld or delayed. So long as Lender has not entered the Premises
for the purpose of operating a business, Lender will have no liability under the
Lease,  including without  limitation  liability for rent. Whether or not Lender
enters into  possession  of the Premises for any purpose,  Borrower  will remain
fully liable for all  obligations  of Borrower as lessee under the lease.  While
Lender is in  possession  of the  Premises,  Lender will cause all  payments due
under the Lease and  attributable to that period of time to be made to Landlord.
If Lender later reassigns the Lease or vacates the Premises, Lender will have no
further obligation to the Landlord.

LEASE  DEFAULTS.  Both Borrower and Landlord agree and represent to Lender that,
to the best of their knowledge, there is not breach or offset existing under the
Lease or under any other  agreement  between  Borrower  and  Landlord.  Landlord
agrees not to  terminate  the Lease,  despite any default by  Borrower,  without
giving  Lender  written  notice of the  default and an  opportunity  to cure the
default  within a period of sixty (60) days from the receipt of the  notice.  If
the  default  is one  that  cannot  reasonably  be  cured  by  Lender  (such  as
insolvency,  bankruptcy,  or other judicial proceedings against Borrower),  then
Landlord will not terminate the Lease so long as Landlord  receives all sums due
under the Lease for the  Period  during  which  Lender is in  possession  of the
Premises,  or so long as lender  reassigns the Lease to a new lessee  reasonably
satisfactory to Landlord.

DISCLAIMER OF INTEREST.  Landlord hereby consents to Lender's  security interest
(or other  interest) in the Collateral  and disclaims all  interests,  liens and
claims  which  Landlord  now has or may  hereafter  acquire  in the  Collateral.
Landlord  agrees that any lien or claim it may now have or may hereafter have in
the Collateral  will be subject at all times to Lender's  security  interest (or
other present or future  interest) in the  Collateral and will be subject to the
rights granted by Landlord to Lender in this Agreement.

ENTRY ONTO  PREMISES.  Landlord and Borrower  grant to Lender the right to enter
upon the Premises for the Purpose of removing the  Collateral  from the Premises
or conducting  sales of the  Collateral on the Premises.  The rights  granted to
Lender in this  Agreement  will  continue  until a reasonable  time after Lender
receives  notice in writing from  Landlord  that Borrower no longer is in lawful
possession of the  Premises.  If Lender enters onto the Premises and removes the
Collateral,  Lender agrees with Landlord not to remove any  Collateral in such a
way that the Premises are damaged,  without either  repairing any such damage or
reimbursing Landlord for the cost of repair.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:  This Agreement  shall extend to and bind the respective  heirs,
personal  representatives,  successors  and  assigns  of  the  parties  to  this
Agreement.  The covenants of Borrower and Landlord  respecting  subordination of
the claim or claims of Landlord in favor of Lender shall extend to, include, and
be  enforceable  by any  transferee  or endorsee to whom Lender may transfer any
claim or claims to which this Agreement shall apply. Lender need not accept this
Agreement in writing or otherwise to make it effective.  This Agreement shall be
governed by and construed in  accordance  with the laws of the State of Utah. If
Landlord is other than an individual,  any agent or other person  executing this
Agreement on behalf of Landlord represents and warrants to Lender that he or she
has full power and  authority to execute this  Agreement on  Landlord's  behalf.
Lender shall not be deemed to have waived any rights under this Agreement unless
such waiver is in writing and signed by Lender.  Without  notice to Landlord and
without affecting the validity of this Consent, Lender may do or not do anything
it deems  appropriate or necessary with respect to the Loan, any obligors on the
Loan, or any Collateral for the Loan;  including without  limitation  extending,
renewing, rearranging, or accelerating any of the Loan indebtedness.

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 of parties  sought to
be charged or bound by the alteration or amendment.

NO WAIVER BY LENDER.  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 Lender's  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 Landlord,  shall  constitute a waiver of any of Lender's rights or of
any of Landlord's obligations as to any future transactions.

<PAGE>

                                LANDLORD'S CONSENT
Loan No: 9001                     (Continued)                             Page 2
================================================================================

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
to  subsequent  instances  where such  consent is required  and in al cases such
consent may be granted or withheld in the sole discretion of the Lender.

SEVERABILITY.  If a court of competent  jurisdiction finds any provision of this
Agreement to be illegal, invalid, or unenforceable as to any circumstance,  that
finding  shall  not  make  the  offending   provision   illegal,   invalid,   or
unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If
the offending  provision cannot be so modified,  it shall be considered  deleted
from  this  Agreement.   Unless  otherwise  required  by  law,  the  illegality,
invalidity,  or  unenforceability  of any provision of this Agreement  shall not
affect the legality,  validity or  enforceability of any other provision of this
Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

Agreement.   The  word  "Agreement"  means  this  Landlord's  Consent,  as  this
Landlord's  Consent ma be amended or modified  from time to time,  together with
all  exhibits and  schedules  attached to this  Landlord's  Consent from time to
time.

Borrower. The word "Borrower" means Category 5 Technologies, Inc., and all other
persons and entities signing the Note in whatever capacity.

Collateral.  The "Collateral"  means all of Borrower's right, title and interest
in and to all Collateral as described in the Collateral  Description  section of
this Agreement.

Landlord.  The word "Landlord" means COTTONWOOD REALTY SERVICES, and is used for
convenience purposes only.  Landlord's interest in the Premises may be that of a
fee owner,  lessor,  sublessor or lienholder,  or that of any other holder of an
interest in the Premises  which may be, or may become,  prior to the interest of
Lender.

Lease.  The  word  "Lease"  means  that  certain  lease of the  Premises,  dated
_________________, between Landlord and Borrower.

Lender.  The word "Lender"  means ZIONS FIRST  NATIONAL BANK, its successors and
assigns.

Loan. The word "Loan" means any and all loans and financial  accommodations from
Lender to Borrower whether now or hereafter existing, and however evidenced.

Premises. The word "Premises" means the real property.

Related  Documents.  The words "Related  Documents"  mean all promissory  notes,
credit  agreements,  loan  agreements,   environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds of trust,  security  deeds,  collateral
mortgages, and all other instruments,  agreements and documents,  whether now or
hereafter existing, executed in connection with the Loan.

BORROWER  AND  LANDLORD  ACKNOWLEDGE  HAVING  READ  ALL THE  PROVISIONS  OF THIS
LANDLORD'S CONSENT, AND BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT
IS DATED AUGUST 7, 2002.


BORROWER:


CATEGORY 6 TECHNOLOGIES, INC.


By:  /s/ Paul S. Anderson
   ----------------------------------------------
    PAUL S. ANDERSON, CEO OF CATEGORY 5
    TECHNOLOGIES, INC.


LANDLORD:                                                     LENDER:


COTTONWOOD REALTY SERVICE                              ZIONS FIRST NATIONAL BANK

By:                                                    X
   ------------------------                            -------------------------
   Authorized signer for                               Authorized Officer
   COTTONWOOD REALTY SERVICE

By:
   ------------------------
   Authorized signer for
   COTTONWOOD REALTY SERVICE



<PAGE>

                        AGREEMENT TO PROVIDE INSURANCE


Principal: $2,000,000.00
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>
Grantor:  CATEGORY 5 TECHNOLOGIES, INC.
          EPENZIO, INC.
          2795 COTTONWOOD PARKWAY, STE 450
          SALT LAKE CITY, UT 84121

================================================================================

INSURANCE  REQUIREMENTS.  Grantor,  CATEGORY 5 TECHNOLOGIES,  INC.; and EPENZIO,
INC. ("Grantor"),  understands that insurance coverage is required in connection
with the extending of a loan or the providing of other financial  accommodations
to CATEGORY 5 TECHNOLOGIES,  INC. ("Borrower") by Lender. These requirements are
set  forth  in the  security  documents  for the  loan.  The  following  minimum
insurance coverages must be provided on the following described collateral (the
"Collateral"):

         Collateral:    ALL   INVENTORY,   CHATTEL  PAPER,   ACCOUNTS,   GENERAL
                        INTANGIBLES  AND ALL  CONTRACT  RECEIVABLES  SERVICE  BY
                        DUVERA  BILLING  SERVICES,  LLC.,  AND OWNED BY EPENZIO,
                        INC. AND CATEGORY 5 TECHNOLOGIES,  INC.:  WHETHER ANY OF
                        THE  FOREGOING  IS  OWNED  NOW OR  ACQUIRED  LATER;  ALL
                        ACCESSIONS,  ADDITIONS,  REPLACEMENTS AND  SUBSTITUTIONS
                        RELATING  TO ANY OF THE  FOREGOING.  ALL  RECORDS OF ANY
                        KIND RELATING THERETO.
                        Type: All risks, including fire, theft and liability.
                        Amount: Full Insurable Value.
                        Basis: Replacement value.
                        Endorsments: Lender loss payable clause with stipulation
                        that  coverage  will  not  be  cancelled  or  diminished
                        without  a  minimum  of  10  days  prior  written notice
                        to Lender.
                        Deductibles: $500.00.
                        Latest Delivery Date: By the loan closing date.

INSURANCE  COMPANY.  Grantor  may obtain  insurance from any  insurance  company
Grantor may choose that is reasonably acceptable to Lender.  Grantor understands
that credit may not be denied solely because insurance was not purchased through
Lender.

INSURANCE  MAILING  ADDRESS.  All  documents  and other  materials  relating  to
insurance for this loan should be mailed, delivered or directed to the following
address:

         ZIONS FIRST NATIONAL BANK
         Loan Servicing Group UT RDWG 0187
         2460 South 3270 West
         West Valley City.  UT 84119

FAILURE TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest
delivery date stated above,  proof of the required  insurance as provided above,
with an effective date of August 7, 2002, or earlier.  Grantor  acknowledges and
agrees  that if Grantor  fails to provide  any  required  insurance  or fails to
continue  such  insurance  in force,  Lender  may do so at  Grantors  expense as
provided in the applicable security document. The cost of any such insurance, at
the option of Lender,  shall be added to the  indebtedness  as  provided  in the
security  document.  GRANTOR  ACKNOWLEDGES  THAT IF LENDER SO PURCHASES ANY SUCH
INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST PHYSICAL DAMAGE
TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE
OF THE DEBT,  EXCLUDING ANY UNEARNED  FINANCE  CHARGES,  OR (2) THE VALUE OF THE
COLLATERAL;  HOWEVER,  GRANTOR'S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN
ADDITION,  THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE
INDEMNIFICATKON   AND  MAY  NOT  MEET   THE   REQUIREMENTS   OF  ANY   FINANCIAL
RESPONSIBILITY LAWS.

AUTHORIZATION.  For purposes of insurance  coverage on the  Collateral,  Grantor
authorizes  Lender to provide to any person  (including  any insurance  agent or
company)  all  information  Lender  deems  appropriate,  whether  regarding  the
Collateral, the loan or other financial accommodations, or both.


<PAGE>


                         AGREEMENT TO PROVIDE INSURANCE
Loan No: 9001                      (Continued)                            Page 2
================================================================================

      GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO
      PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST
      7, 2002.


GRANTOR:

CATEGORY 5 TECHNOLOGIES, INC.

By:
   ----------------------------------
   PAUL S ANDERSON, CEO of CATEGORY 5
   TECHNOLOGIES, INC.


EPENZIO, INC.

By:
   ----------------------------------
   BRAD V. CRAWFORD, CEO OF EPENZIO, INC.



                               FOR LENDER USE ONLY
                             INSURANCE VERIFICATION

 DATE:                                          PHONE:
     ---------------------------------                -------------------

AGENT'S NAME:
             -------------------------
AGENCY:
       -------------------------------

INSURANCE COMPANY:
                  --------------------
POLICY NUMBER:
             -------------------------
EFFECTIVE DATES:
             -------------------------------------------------------------------
--------------------------------------------------------------------------------


COMMENTS:
         -----------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

                        NOTICE OF INSURANCE REQUIREMENTS


Principal:
Loan Date: 08-07-2002
Maturity:
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>
Grantor:  CATEGORY 5 TECHNOLOGIES, INC.
          EPENZIO, INC.
          2795 COTTONWOOD PARKWAY, STE 450
          SALT LAKE CITY, UT 84121

================================================================================


TO:             ATTN: Insurance Agent                       DATE: August 7, 2002





RE: Policy Number(s):

Insurance Companies/Company:

Dear Insurance Agent:

CATEGORY 5 TECHNOLOGIES, INC. ("Borrower"), is obtaining a loan from ZIONS FIRST
NATIONAL  BANK.  Please send  appropriate  evidence of  insurance to ZIONS FIRST
NATKONAL  BANK,  together  wrth the  requested  endorsements,  on the  following
property,  which  Grantor,  CATEGORY 5  TECHNOLOGIES,  INC.;  and EPENZIO,  INC.
("Grantor"} is giving as security for the loan.

         Collateral:    ALL   INVENTORY,   CHATTEL  PAPER,   ACCOUNTS,   GENERAL
                        INTANGIBLES  AND ALL  CONTRACT  RECEIVABLES  SERVICE  BY
                        DUVERA  BILLING  SERVICES,  LLC.,  AND OWNED BY EPENZIO,
                        INC. AND CATEGORY 5 TECHNOLOGIES,  INC.:  WHETHER ANY OF
                        THE  FOREGOING  IS  OWNED  NOW OR  ACQUIRED  LATER;  ALL
                        ACCESSIONS,  ADDITIONS,  REPLACEMENTS AND  SUBSTITUTIONS
                        RELATING  TO ANY OF THE  FOREGOING.  ALL  RECORDS OF ANY
                        KIND RELATING THERETO.
                        Type: All risks, including fire, theft and liability.
                        Amount: Full Insurable Value.
                        Basis: Replacement value.
                        Endorsments: Lender loss payable clause with stipulation
                        that  coverage  will  not  be  cancelled  or  diminished
                        without  a  minimum  of  10  days  prior  written notice
                        to Lender.
                        Deductibles: $500.00.
                        Latest Delivery Date: By the loan closing date.


GRANTOR:

CATEGORY 5 TECHNOLOGIES, INC.

By:
   ----------------------------------
   PAUL S ANDERSON, CEO of CATEGORY 5
   TECHNOLOGIES, INC.


EPENZIO, INC.

By:
   ----------------------------------
   BRAD V. CRAWFORD, CEO OF EPENZIO, INC.


RETURN TO:

                ZIONS FIRST NATIONAL BANK
                Loan Servicing Group UT RDWG 0187
                2480 South 3Z70 West
                West Valley City, UT 84119
<PAGE>
                     DISBURSEMENT REQUEST AND AUTHORIZATION


Principal: $2,000,000.00
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>

================================================================================

LOAN TYPE. This is a Variable Rate Nondisclosable  Revolving Line of Credit Loan
to a Corporation for  $2,000,000.00 due on September 1, 2003. The reference rate
Prime Rate. Prime Rate means an index which is determined daily by the published
commercial loan variable rate index held by any two of the following banks: J.P.
Morgan Chase & Co., Wells Fargo Bank N.A., and Bank of America N.A. In the event
no two of the above  banks have the same  published  rate,  the bank  having the
median rate will establish the Prime Rate.  This  definition of Prime Rate is to
be strictly  interpreted  and is not  intended  to serve any purpose  other than
providing an index to determine the variable  interest  rate used herein.  It is
not the lowest rate at which Zions First  National Bank may make loans to any of
its customers,  either now or in the future,  currently  4.750%) is added to the
margin of  1.000%,  resulting  in an  initial  rate of 5.750.  This is a secured
renewal  of  the  following  described  indebtedness:  THIS  IS A  RENEWAL  OF A
PROMISSORY NOTE FROM BORROWER TO LENDER DATED SEPTEMBER 11, 2001 IN THE ORIGINAL
PRINCIPAL AMOUNT OF $1,000,000.00.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

              [ ] Personal, Familyy, or Household Purposes or Personal
              investment.

              [X] Business (ncluding Real Estate Investment).

SPECIFIC  PURPOSE.  The specific  purpose of this loan is: TO PROVIDE SHORT TERM
ACCOUNT  RECEIVABLE  WORKING  CAPITAL.

DISBURSEMENT  INSTRUCTIONS.  Borrower  understands that no loan proceeds will be
disbursed  until  all of  Lender's  conditions  for  making  the loan  have been
satisfied. Please disburse the loan proceeds of $2,000,000.00 as follows:

                     Undisbursed Funds:                         $993,493.50

                     Other Disbursements:                       $998,241.50
                        $998,241.50 TO RENEW NOTE 9001

                     Other Charges Financed:                        $265.00
                        $40.00 UCC Recording and Post Search
                        $225.00 Documentation Fee

                     Tool Financed Prepaid Finance Charges:       $8,000.00
                        $8,000.00 RENEWAL FEE                 -------------

                     Note Principal:                          $2,000,000.00

CHARGES  PAID IN  CASH.  Borrower  has paid or will  pay in cash as  agreed  the
following charges:

                     Prepaid Finance Charges Paid in Cash:            $0.00

                     Other Charges Paid in Cash:                  $5,739.79
                        $5,739.79 interest as of August 7, 2002 -----------

                     Total Charges Paid in Cash:                  $5,739.79

FINAL  AGREEMENT.  Borrower  understands  that  the  loan  documents  signed  in
connection  with this loan are the final  expression  of the  agreement  between
Lender and Borrower and may not be  contradicted by evidence of any alleged oral
agreement.

FINANCIAL  CONDITION.  BY SIGNING THIS  AUTHORIZATION,  BORROWER  REPRESENTS AND
WARRANTS TO LENDER THAT THE  INFORMATION  PROVIDED ABOVE IS TRUE AND CORRECT AND
AND THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S  FINANCIAL CONDITION
AS DISCLOSED  IN  BORROWER'S  MOST RECENT  FINANCAIL  STATEMENT TO LENDER.  THIS
AUTHORIZATION IS DATED AUGUST 7, 2002.

BORROWER:

CATEGORY 5 TECHNOLOGIES, INC.

By:
   ----------------------------------
   PAUL S ANDERSON, CEO of CATEGORY 5
   TECHNOLOGIES, INC.


<PAGE>


                            NOTICE OF FINAL AGREEMENT

Principal: $2,000,000.00
Loan Date: 08-07-2002
Maturity:  09-01-2003
Loan No.:  9001
Call/Coll: 2/7380
Account:   3147622
Officer:   54403
Initials:

References  in the shaded  area are for  Lender's  use only and do not limit the
applicability  of this document to any  particular  loan or item. Any item above
containing "***" has been omitted due to text length limitations.
<TABLE>
<S>                                                  <C>
Borrower: CATEGORY 5 TECHNOLOGIES, INC.              Lender: ZIONS FIRST NATIONAL BANK
          2795 COTTONWOOD PARKWAY, SUITE 450                 SALT LAKE COMMERCIAL BANKING DIVISION
          SALT LAKE CITY, UT 84121                           10 EAST SOUTH TEMPLE, SUITE 200
                                                             SALT LAKE CITY, UT 84133
</TABLE>

BY SIGNING THIS DOCUMENT EACH PARTY  REPRESENTS AND AGREES THAT: (A) THE WRITTEN
LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE
NO  UNWRITTEN  ORAL  AGREEMENTS  BETWEEN THE  PARTIES,  AND (C) THE WRITTEN LOAN
AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS,  OR
SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

As used in this Notice, the following terms have the following meanings:

Loan.  The term "Loan"  means the  following  described  loan:  a Variable  Rate
Nondisclosable  Revolving Line of Credit Loan to a Corporation for $2,000,000.00
due on September 1, 2003.  The reference  rate (Prime Rate.  Prime Rate means an
index which is determined  daily by the published  commercial loan variable rate
index held by any two of the following  banks:  J.P.  Morgan Chase & Co.,  Wells
Fargo Bank,  N.A.,  and Bank of  American  N.A. In the event no two of the above
banks  have the same  published  rate,  the bank  having  the  median  rate will
establish  the Prime  Rate.  This  definition  of Prime  Rate is to be  strictly
interpreted  and is not  intended to serve any purpose  other than  providing an
index to determine the variable  interest rate used herein. It is not the lowest
rate at which Zions First  National Bank may make loans to any of its customers,
either  now or in the  future.,  currently  4.750%)  is added to the  margin  of
1.000%,  resulting in an initial rate of 5.750. This is a secured renewal of the
following  described  indebtedness:  THIS IS A RENEWAL OF A PROMISSORY NOTE FROM
BORROWER TO LENDER DATED SEPTEMBER 11, 2001 IN THE ORIGINAL  PRINCIPAL AMOUNT OF
$1,000,000.00.

Loan Agreement. The term "Loan Agreement" means one or more promises, promissory
notes, agreements,  undertakings,  security agreements,  deeds of trust or other
documents,  or  commitments,  or any  combination of those actions or documents,
relating to the Loan, including without limitation the following:

                                      LOAN DOCUMENTS
<TABLE>

<S>                                                  <C>
Corporate Resolution: EPENZIO, INC.                  Corporate Resolution: CATEGORY 5 TECHNOLOGIES, INC.
Business Loan Agreement (Asset Based)                Promissory Note
UT Commercial Security Agreement: ALL INVENTORY,     Release and Consent
CHATTEL PAPER, ACCOUNTS, GENERAL INTANGIBLES AND     NV Revised National UCC FS: ALL INVENTORY, CHATTEL
ALL CONTRACT RECEIVABLES SERVICE BY DUVERA           PAPER, ACCOUNTS, GENERAL INTANGIBLES AND ALL CON
BILLING SERVICES, LLC., AND OWNED BY EPENZIO, INC.   Agreement to Provide Insurance:  ALL INVENTORY, CHATTEL
AND CATEGORY 5 TECHNOLOGIES, INC.; WHETHER ANY OF    PAPER, ACCOUNTS, GENERAL INTANGIBLES AND ALL
THE FOREGOING IS OWNED NOW OR ACQURIED LATER;        CONTRACT RECEIVABLES SERVICE BY DUVERA BILLING
ALL ACCESSIONS, ADDITIONS, REPLACEMENTS AND          SERVICES, LLC., AND OWNED BY EPENZIO, INC. AND
SUBSTITUTIONS RELATING TO ANY OF THE FOREGOING       CATEGORY 5 TECHNOLOGIES, INC.; WHETHER ANY OF THE
ALL RECORDS OF ANY KIND RELATING THEREOF.; OWNED     FOREGOING IS OWNED NOW OR ACQUIRED LATER; ALL
BY CATEGORY 5 TECHNOLOGIES, INC. AND EPENZIO, INC.   ACCESSIONS, ADDITIONS, REPLACEMENTS AND
Notice of Insurance Requirements:                    SUBSTITUTIONS RELATING TO ANY OF THE FOREGOING, ALL
Disbursement Request and Authorization               RECORDS OF ANY KIND RELATING THERETO.; owned by
Notice of Final Agreement                            CATEGORY 5 TECHNOLOGIES, INC. and EPENZIO, INC.
</TABLE>

Parties.  The term  "Parties"  means ZIONS FIRST  NATIONAL  BANK and any and all
entities or  individuals  who are  obligated  to repay the loan or have  pledged
property as security for the loan, including without limitation the following:

         Borrower:         CATEGORY 5 TECHNOLOGIES, INC.
         Grantor(s):       CATEGORY 5 TECHNOLOGIES, INC.; and EPENZIO, INC.

--------------------------------------------------------------------------------

Each party who signs below, other than ZIONS FIRST NATIONAL BANK,  acknowledges,
represents, and warrants to ZIONS FIRST NATIONAL BANK that it has received, read
and understood  this Notice of Final  Agreement.  This Notice is dated August 7,
2002.


BORROWER:



CATEGORY 5 TECHNOLOGIES, INC.


By:   /s/
   --------------------------------
   PAUL S. ANDERSON, CEO of CATEGORY 5
   TECHNOLOGIES, INC.
<PAGE>

                            NOTICE OF FINAL AGREEMENT
Loan No:  9001                   (Continued)                              Page 2
================================================================================


GRANTOR:


CATEGORY 5 TECHNOLOGIES, INC.


By:   /s/
   --------------------------------
   PAUL S. ANDERSON, CEO of CATEGORY 5
   TECHNOLOGIES, INC.




EPENZIO, INC.

By:   /s/
   --------------------------------
   BRAD V. CRAWFORD, CEO of EPENZIO, INC.



LENDER:


ZIONS FIRST NATIONAL BANK



X _______________________________________
    Authorized Signer

<PAGE>