<SUBMISSION>
<ACCESSION-NUMBER>0001177651-02-000026
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20020630
<FILING-DATE>20020812
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CENTIV INC
<CIK>0001044167
<ASSIGNED-SIC>5045
<IRS-NUMBER>582033795
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-23221
<FILM-NUMBER>02726436
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>998 FOREST EDGE DRIVE
<CITY>VERNON HILLS
<STATE>IL
<ZIP>60061
<PHONE>8478768300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>998 FOREST EDGE DRIVE
<CITY>VERNON HILLS
<STATE>IL
<ZIP>60061
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>TEKGRAF INC
<DATE-CHANGED>19970808
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ________________
                                    FORM 10-Q
 (MARK ONE)
      [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
             EXCHANGE ACT OF 1934

             FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                                       OR

       [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
             SECURITIES EXCHANGE ACT OF 1934

             FOR THE TRANSITION PERIOD FROM ___________ TO ____________

                          Commission File No. 000-23221


                                  CENTIV, INC.
             (Exact name of Registrant as specified in its charter)


           Delaware                                  58-2033795
  (State or other jurisdiction                     (IRS Employer
of incorporation or organization)               Identification Number)


              998 FOREST EDGE DRIVE, VERNON HILLS, ILLINOIS  60061

          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

                                 (847) 876-8300
              (Registrant's telephone number, including area code)


    Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes: X    No:
                                               ---

    The number of shares outstanding of the Registrant's common stock, par value
$.001, as of August 6, 2002 the latest practicable date, was 4,976,535 shares.


<PAGE>

                                  CENTIV, INC.
                                TABLE OF CONTENTS

ITEM                                                                       PAGE
----                                                                       ----
PART I   FINANCIAL INFORMATION

Item 1.    Financial Statements (unaudited):

           Balance Sheets as of June 30, 2002 and December 31, 2001. .    3

           Statements of Operations for the three months and six months
           ended June 30, 2002 and 2001  . . . . . . . . . . . . . . .    4

           Statements of Cash Flows for the six months ended June 30,
           2002 and 2001 . . . . . . . . . . . . . . . . . . . . . . .    5

           Notes to Financial Statements . . . . . . . . . . . . . . .    6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations . . . . . . . . . . . . . . . . .    12

Item 3.    Quantitative and Qualitative Disclosures about Market Risks    17

PART II   OTHER INFORMATION

Item 1.     Legal Proceedings  . . . . . . . . . . . . . . . . . . . .    17

Item 2.     Changes in Securities and Use of Proceeds  . . . . . . . .    17

Item 3.     Defaults upon Senior Securities  . . . . . . . . . . . . .    30

Item 4.     Submission of Matters to a Vote of Security Holders. . . .    30

Item 5.     Other Information  . . . . . . . . . . . . . . . . . . . .    31

Item 6.     Exhibits and Reports on Form 8-K   . . . . . . . . . . . .    32

Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    34


                                EXPLANATORY NOTE

On June 11, 2002, after approval by the Company's shareholders at its regularly
scheduled annual meeting, the Company was reincorporated in Delaware.  This was
effected by the merger of Centiv, Inc., an Illinois corporation with a wholly
owned Delaware subsidiary of the Company with the Delaware corporation being the
survivor under the name Centiv, Inc., a Delaware corporation.


                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

                                  CENTIV, INC.

                                 BALANCE SHEETS

                                ($ in thousands)
<TABLE>
<CAPTION>
                                                                                 June 30,   December 31,
                                                                                   2002        2001
                                                                               ------------  ---------
ASSETS                                                                         (unaudited)
<S>                                                                                <C>           <C>
 Current assets:
    Cash and cash equivalents                                                  $       107   $    228
    Accounts receivable, less allowance for doubtful accounts of $30 and $43
      at June 30, 2002 and December 31, 2001, respectively                             929        969
    Inventories, net                                                                 1,038        978
    Prepaid expenses and other assets                                                  493        278
    Income taxes receivable                                                             44        617
    Deferred income taxes - current                                                    205        303
    Net current assets, discontinued operations                                          0      2,801
                                                                               ------------  ---------

           Total current assets                                                       2,816      6,174
                                                                               ------------  ---------

 Property and equipment, net                                                         1,996      2,071
 Other assets                                                                          325         39
 Net other assets, discontinued operations                                               0        860
                                                                               ------------  ---------

           Total assets                                                        $     5,137   $  9,144
                                                                               ============  =========

                                                LIABILITIES

 Current liabilities:
    Current debt                                                               $         0   $    795
    Accounts payable                                                                 1,790      3,617
    Accrued expenses                                                                   585      1,000
    Contract obligation and deferred income                                             69        208
    Net current liabilities, discontinued operations                                     0      2,755
                                                                               ------------  ---------
           Total current liabilities                                                 2,444      8,375
                                                                               ------------  ---------

 Deferred income taxes                                                                 157        157
                                                                               ------------  ---------
           Total liabilities                                                         2,601      8,532
                                                                               ------------  ---------


                                            STOCKHOLDERS' EQUITY

 Class A Common Stock $.001 par value, 35,000,000 shares authorized;
 4,976,535 shares and 4,956,535 shares issued and outstanding at June 30,
 2002 and December 31, 2001, respectively                                                5          5

 Preferred Stock, $.001 par value, 5,000,000 shares authorized; 216,000 and
 no shares issued and outstanding at June 30, 2002 and shares December 31,
 2001, respectively (liquidation value of $2,160,000 at June 30, 2002)                   0          0

 Due from stockholders                                                              (2,457)    (2,366)
 Additional paid-in capital                                                         22,468     19,618
 Accumulated deficit                                                               (17,480)   (16,645)
                                                                               ------------  ---------

           Total stockholders' equity                                                2,536        612
                                                                               ------------  ---------

           Total liabilities and stockholders' equity                          $     5,137   $  9,144
                                                                               ============  =========

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                        3
<PAGE>


                                  CENTIV, INC.

                            STATEMENTS OF OPERATIONS

                     ($ in thousands, except per share data)
<TABLE>
<CAPTION>


                                                               Three Months Ending              Six Months Ending
                                                                     June 30,                       June 30,
                                                              2002           2001 (*)         2002           2001 (*)
                                                           -----------    ------------    -------------   -------------
                                                           (unaudited)     (unaudited)     (unaudited)     (unaudited)
<S>                                                           <C>              <C>               <C>           <C>
Net sales                                                    $3,501         $  2,999        $  7,308         $  5,933
Cost of goods sold                                            2,539            2,397           5,388            4,723
                                                           -----------    ------------    -------------   -------------
          Gross profit                                          962              602           1,920            1,210

Operating expenses:
   Selling, general and administrative                        1,223            1,085           2,426            2,050
   Depreciation                                                 134               35             267               93
                                                           -----------    ------------    -------------   -------------

Loss from operations                                           (395)             (518)          (773)            (933)

Other Income (expense)                                            0                 0              0                0
Interest income  (expense)                                       57              (189)            85             (423)
                                                           -----------    ------------    -------------   -------------

Loss before income taxes from continuing operations            (338)             (707)          (405)          (1,356)

Benefit for income taxes from continuing operations               0              (269)             0             (505)
                                                           -----------    ------------    -------------   -------------

Loss from continuing operations                                (338)             (438)          (405)            (851)

Income from discontinued operations (net of tax)                  0               140            380              239
                                                           -----------    ------------    -------------   -------------

Net Loss                                                     $ (338)     $       (298)    $      (25)      $     (612)
                                                           ===========    ============    =============    ============


Effect of beneficial conversion feature of preferred stock        0                 0           (810)               0
                                                           -----------    ------------    -------------   -------------

Net Loss attributable to common shareholders                 $ (338)      $      (298)    $     (835)       $    (612)
                                                           ===========    ============    =============    ============
Basic and Diluted Income/(Loss) applicable to common
shares
           Weighted average shares outstanding              4,961,645       4,929,906      4,959,104         4,995,952
           Continuing operations per share                   $  (0.07)    $     (0.09)    $    (0.25)       $    (0.17)
           Discontinued operations per share                 $   0.00     $      0.03     $     0.08        $     0.05
                                                           -----------    ------------    -------------   -------------
           Net Loss per share                                $  (0.07)    $     (0.06)    $     0.17        $    (0.12)
                                                           ===========    ============    =============    ============

</TABLE>

   *Prior  year  results  have  been  reclassified  for discontinued operations.

The accompanying notes are an integral part of these consolidated financial
statements.

                                        4
<PAGE>

CENTIV, INC.

                            STATEMENTS OF CASH FLOWS

                                ($ in thousands)
<TABLE>
<CAPTION>
                                                                                          Six Months Ending June 30,
                                                                                         ----------------------------
                                                                                              2002        2001
                                                                                         -------------  -------------
                                                                                          (unaudited)   (unaudited)
<S>                                                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------------------------
 Net Loss                                                                                 $       (25)  $  (612)
 Adjustments to reconcile net loss to
---------------------------------------
 Net cash (used in) provided by operating activities:
-----------------------------------------------------
     Provision for doubtful accounts receivable                                                     8         0
     Depreciation                                                                                 267        93
     Non-cash interest on note payable (receivable)                                              (107)      (37)
     Non-cash compensation for stock options                                                        5         0
     Gain on sale of CalGraph Business                                                           (488)        0
     Deferred Taxes                                                                                 0      (285)
     Changes in net assets and liabilities
           Accounts receivable                                                                     32     4,676
           Inventories                                                                            (60)      (51)
           Prepaid expenses and other assets                                                      (38)     (102)
           Accounts payable and accrued expenses                                               (2,460)   (2,948)
           Contract obligations and deferred income                                              (139)     (642)
           Income taxes                                                                           573         0
           Net assets, discontinued operations                                                    123     4,898
                                                                                          ------------  --------
 Total adjustments                                                                             (2,284)    5,602
                                                                                          ------------  --------
 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES                                           (2,309)    4,990
                                                                                          ------------  --------

 CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
 Purchase of property and equipment - continuing operations                                      (193)     (958)
 Purchase of property and equipment - discontinuing operations roperty and equipment  -.            0       (28)
 Proceeds from Sale of CalGraph Business
                                                                                                1,100         0
                                                                                          ------------  --------
 NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                              907      (986)
                                                                                          ------------  --------

 CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------
 Proceeds/(repayment), net, from credit facility                                                 (796)   (2,677)
 Net Proceeds from capital investment                                                           2,026         0
 Proceeds/(repayment), net, from capital lease                                                     42         0
 Proceeds from stock options exercised                                                              9         0
 Dissenters' settlement payments                                                                    0    (1,309)
                                                                                          ------------  --------
 NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                            1,281    (3,986)
                                                                                          ------------  --------

 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                (121)       18
 Cash and cash equivalents, beginning of year                                                     228       491
                                                                                          ------------  --------
 Cash and cash equivalents, as of June 30                                                  $      107   $   509
                                                                                          ============  ========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

1.     BASIS  OF  PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.  In the opinion of management,
all adjustments considered necessary for a fair presentation have been included.
Operating results for the three months and the six months ended June 30, 2002
are not necessarily indicative of the results that may be expected for the full
year ending December 31, 2002.  For further information, refer to the
consolidated financial statements and the footnotes included in the Form 10-K
for the year ended December 31, 2001.

2.  INVENTORIES

Inventories, net of reserves, at June 30, 2002 and December 31, 2001 consist of
the following ($ in thousands):

                                        June 30,  December 31,
                                         2002         2001
                                        -----         -----
                           Supplies     1,038          978
                                        =====         =====

3.  NET LOSS PER COMMON SHARE

Basic and diluted net income/(loss) per common share are computed by dividing
net income (loss) by the weighted average number of common shares and common
share equivalents outstanding during the period.  Since the Company has a net
loss from continuing operations, there were no common share equivalents that
were dilutive during any of the periods presented.  The changes in outstanding
shares during the three months and six months ended June 30, 2001 and 2002 are
shown below:

<TABLE>
<CAPTION>
                                             Three Months Ending    Six Months Ending
                                                   June 30,              June 30,
                                              2002       2001       2002        2001
                                            =========  =========  =========  ==========
<S>                                            <C>        <C>        <C>        <C>

COMMON SHARES:
--------------
Outstanding at beginning of period          4,956,535  5,061,998  4,956,535  5,061,998
Shares issued (redeemed) during the period     20,000          0     20,000   (105,463)
                                            ---------  ---------  ---------  ----------
Outstanding at end of period                4,976,535  5,061,998  4,976,535  4,956,535
                                            =========  =========  =========  ==========

Basic and Diluted weighted average shares   4,961,645  4,929,906  4,959,104  4,995,952
                                            =========  =========  =========  ==========

</TABLE>

                                        6
<PAGE>


The  weighted  average  common  shares  exclude  securities  that  would  be
anti-dilutive  upon  conversion. Accordingly, there are 1,308,462 stock options,
2,160,000  common  shares  (216,000  preferred  shares  convertible at 10 common
shares each),  2,100,000 warrants with an exercise price of $8.40 that expire in
November  2002, 2,160,000 warrants (216,000 preferred warrants convertible at 10
common  shares  each)  with  an exercise price of $1.50 per share that expire in
March 2007, and 72,000 warrants with exercise prices between $1.00 and $1.15 per
share  that  expire  in  2003.

Earnings  (loss)  per  share  is  computed  as  follows:


<TABLE>
<CAPTION>

                                                                             Three Months     Six Months
                                                                                 Ending         Ending
                                                                                June  30,     June  30,
                                                                             2002    2001    2002     2001
                                                                            ------  ------  -------  ------
<S>                                                                           <C>     <C>     <C>      <C>

INCOME AVAILABLE TO COMMON SHAREHOLDERS:
---------------------------------------
    Loss from continuing operations                                          (338)   (438)    (405)   (851)
    Effect of Beneficial Conversion Feature of convertible preferred stock      0       0     (810)      0
                                                                            ------  ------  -------  ------

    Loss from continuing operations attributable to common shareholders      (338)   (438)  (1,215)   (851)
                                                                            ======  ======  =======  ======
    Income from discontinued operations
                                                                                0     140      380     239
                                                                            ------  ------  -------  ------
    Net loss attributable to common shareholders                             (338)   (298)    (835)   (612)
                                                                            ======  ======  =======  ======

EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED:
---------------------------------------------
    Continuing Operations                                                   (0.07)  (0.09)   (0.25)  (0.17)
    Discontinued Operations                                                  0.00    0.03     0.08    0.05
                                                                            ------  ------  -------  ------
    Net Loss                                                                (0.07)  (0.06)   (0.17)  (0.12)
                                                                            ======  ======  =======  ======
</TABLE>
4.  INCOME TAXES

The Company's effective tax rate was 0% and 38.0% for the three months ended
June 30, 2002 and 2001, respectively.  The Company's effective tax rate was 0%
and 37.2% for the six months ended June 30, 2002 and 2001, respectively.  The
tax rate was 0% for the three months and six months ended June 30, 2002 as the
Company's tax provision/(benefit) was offset by a corresponding
reduction/(increase) in the valuation allowance for deferred income taxes that
was established in 2001.

5.  CURRENT DEBT

In June 2002, the Company entered into a Loan and Security Agreement (the
"Agreement"), with Cole Taylor Bank which expires on June 30, 2003, with a bank
that provides for a revolving credit facility initially for $750,000 with the
possibility of increases up to $2.0 million. The availability under the credit
facility will be increased to $2.0 million if the Company achieves earnings
before interest, taxes, depreciation and amortization of at least $50,000 for
three (3) consecutive months. Outstanding advances under the Agreement bear
interest at prime plus 1.00%.   Pursuant to the terms of the Agreement, the
Company has pledged accounts receivables, inventory and equipment as collateral.
During the three months ended June 30, 2002, there were no amounts borrowed
under this credit facility.


                                        7
<PAGE>

In accordance with the Agreement, the Company is required to maintain certain
financial covenants, which specifically include tangible net worth, a debt to
equity ratio and a debt service coverage ratio. At June 30, 2002, the Company
was in compliance with the financial covenants.

6.  ESCROW SHARES

The number of outstanding common shares does not include 228,266 shares held in
escrow in connection with an acquisition by the Company pursuant to a Pledge,
Security and Escrow Agreement dated June 2, 1997.  All of the interest in and
title to these 228,266 shares was transferred to Anita Ltd. and then
subsequently transferred to the Company as part of a Settlement Agreement and
Mutual Releases dated as of December 21, 2000.  These shares will ultimately be
released from the escrow to the Company and will be cancelled.  Therefore, the
Company has, for accounting purposes, treated these shares as cancelled
effective as of December 21, 2000.

7.  PATENT APPLICATION

On March 20, 2002, the Company filed a patent application with the United States
Patent and Trademark Office for a "Method and System for Point of Purchase Sign
Creation and Delivery."  In addition, the Company filed an international patent
application for the same invention to protect patent rights in foreign
countries.  The Company expects that after examination, it will be awarded a
patent to protect its valuable intellectual property. Centiv has developed this
system which allows a user access to an information database for selecting sign
templates, inputting data for the sign templates and selecting and ordering
signage products for production of the sign templates having the data input.

8     RESTRUCTURING CHARGES

During the fourth quarter of 2000, the Company consolidated and centralized its
operations and, therefore, recorded a restructuring charge of $541,000 for
employee severance and leased premises no longer necessary.  The restructuring
charges were recorded in discontinued operations for the year ended December 31,
2000.

The following table provides a roll forward of the liabilities incurred in
connection with the 2000 business restructuring.



<TABLE>
<CAPTION>

($ in thousands)
                    December 31, 1st Qtr 2002    2nd Qtr 2002   June 30,
                       2001      Restructuring   Restructuring    2002
Category              Balance    Expenditures    Expenditures   Balance
--------------------  --------  --------------  --------------  --------
<S>                       <C>         <C>             <C>             <C>
Employee Separations  $     11  $         (11)  $           0   $      0
Facility Closings           84            (34)            (34)        16
                      --------  --------------  --------------  --------
Total                 $     95  $         (45)  $         (34)  $     16
                      ========  ==============  ==============  ========
</TABLE>

                                        8
<PAGE>

A total of $79,000 was charged to the restructuring reserve during the six
months ended June 30, 2002 with $45,000 charged in the first quarter of 2002 and
$34,000 charged in the second quarter of 2002.  Employee separations of $11,000
and facility closings of $68,000 were charged against the restructuring reserve
for the six months ended June 30, 2002.

9.  SEGMENT DISCLOSURES

Centiv offers web services for consumer brand companies to manage their in-store
and on-premise point-of-purchase (POP) process.  The final product is high
quality digitally produced signage that is mass customized for the unique
requirements of each retail location.

During 2001, the Company decided to focus on and dedicate its resources to its
POP business.  To further that goal, in December 2001, the Company sold the
Channels Business and, effective January 31, 2002, sold Calgraph Technology
Services, Inc.   As a result of these divestitures, the Company currently
operates as a single business unit.


10.  RECLASSIFICATIONS

Certain amounts in the June 30, 2001 financial statements have been reclassified
to conform to the June 30, 2002 presentation.

11.  DISCONTINUED OPERATIONS

CHANNELS BUSINESS

As of December 31, 2001, the Company sold the assets of its Channels Business to
TK Acquisition Corporation, as successor by merger to SCB Acquisitions, in
exchange for a purchase price of $7,905,000 in cash, subject to a post-closing
adjustment based upon fluctuations in working capital from June 30, 2001 and
December 31, 2001.  The post closing adjustment was $1,598,573.  Another
adjustment to the purchase price is the net asset value adjustment, which is the
amount by which the book value of the net assets (defined as accounts
receivable, inventory, prepaid expenses and other assets included in the
purchased assets excluding fixed assets less the liabilities and accrued
expenses assumed by TK Acquisition) has increased or decreased from June 30,
2001 to the closing of the Channels Business transaction of December 31, 2001.
This net asset adjustment is estimated to be a further reduction in the purchase
price of $54,000, bringing the net purchase price after adjustments to
$6,252,427 before transaction costs.  The Company recorded $404,000 of
transaction costs associated with financial advisor fees, legal and accounting
fees.

The Channels Business produced $48.4 million in revenue and had a pre-tax
operating loss of $722,000 for the year ended December 31, 2001.  The sale of
the Channels Business resulted in a pre-tax loss of $2,175,000, which is
comprised of the difference between the purchase price and the book value of the
net assets and transaction fees associated with the sale of the business.  The
Company wrote off the deferred tax asset of $184,000 associated with the
Channels Business.

                                        9
<PAGE>

CALGRAPH TECHNOLOGY SERVICES BUSINESS

Effective January 31, 2002, the Company sold the assets of the Calgraph
Technology Services Business to Graphic Enterprises of Ohio, Inc.  Centiv
received consideration for the sale of the Calgraph assets in the amount of
$1,050,000 in cash plus a minimum royalty of $625,000 to be paid over a 25 month
period beginning in May 2002.  Graphic Enterprises also assumed certain
liabilities of Calgraph.  The Company realized a pre-tax gain on the sale of
$586,000, which is the cash received plus the present value of the royalty
payments less the book value of the net assets and less transaction fees
associated with the sale of the business.  In addition, the Company wrote off
the deferred tax asset of $98,000 relating to the Calgraph Technology Services
Business.  The pretax loss from operations for Calgraph Technology Services
Business in January 2002 was $108,000.

The Company's consolidated financial statements for 2001 have been reclassified
to report separately the results of operations for the Channels Business and the
Calgraph Technology Services Business.  The operating results (in thousands) for
the three months and six months ended June 30, 2001 consist of:
<TABLE>
<CAPTION>
                                                 Three months ended June 30, 2001
                                                 --------------------------------
                                                   Channels   Calgraph    Total
                                                   ---------  ---------  -------
<S>                                                  <C>        <C>        <C>
Net sales:                                         $  13,553  $   2,125  $15,678
Income/(Loss) from operations before income taxes        213         51      264
Provision/(Benefit) from income taxes                    104         20      124
                                                   ---------  ---------  -------

Income from discontinued operations                $     109  $      31  $   140
                                                   =========  =========  =======
</TABLE>
<TABLE>
<CAPTION>
                                                  Six months ended June 30, 2001
                                                  ------------------------------
                                                   Channels   Calgraph    Total
                                                   ---------  ---------  -------
<S>                                                   <C>        <C>        <C>
Net sales:. . . . . . . . . . . . . . . . . . . .  $  27,999  $   4,265  $32,264
Income/(Loss) from operations before income taxes        306        153      459
Provision/(Benefit) from income taxes                    161         59      220
                                                   ---------  ---------  -------

Income from discontinued operations                $      45  $      94  $   239
                                                   =========  =========  =======

</TABLE>

12.  CAPITAL INVESTMENT

On March 28, 2002 and April 15, 2002, the Company sold, in two separate closings
of one  private placement, 191,000 units and 25,000 respectively, each unit
consisting of one share of convertible preferred stock and one warrant to
purchase one additional share of convertible preferred stock. The purchase price
for each unit was $10.00 per unit.  This sale of units was ratified by the
Company's shareholders at the annual meeting of shareholders held on June 11,
2002.  Because each share of convertible preferred stock is convertible,
initially, into ten shares of common stock, the effective purchase price was
$1.00 for each share of common stock purchased.  The warrant that is included in
each unit gives the holder the right, until five years after the issuance of the

                                       10
<PAGE>
warrant, to purchase one share of convertible preferred stock at a purchase
price of $15.00 per share (the equivalent of $1.50 per share of common stock).
Neither the convertible preferred stock nor the warrants have been registered
under the Securities Act of 1933.  Therefore, they may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.

The convertible preferred stock has a liquidation preference over common stock
equal to the purchase price of the convertible preferred stock plus any accrued
but unpaid dividends.  If not previously converted, the convertible preferred
stock will begin to accrue dividends on March 31, 2003 at an annual rate equal
to 8% of the purchase price of the convertible preferred stock.  In addition, if
not previously converted into common stock, the convertible preferred stock is
subject to redemption at the option of the Company on the fourth anniversary of
the issuance of the convertible preferred stock at a redemption price equal to
the purchase price plus any accrued but unpaid dividends.  If the Company fails
to redeem the convertible preferred stock on that date, the holders of the
convertible preferred stock become entitled to elect a majority of the board of
directors.  Notwithstanding the foregoing, directors elected by virtue of the
voting rights of the convertible preferred stock would have to recuse themselves
from any vote to redeem all or a portion of the convertible preferred stock.

The convertible preferred stock is initially convertible into ten shares of
common stock for each share of the convertible preferred stock.  This conversion
ratio, however, is subject to anti-dilution adjustment for stock splits,
combinations and other similar changes and if the Company issues, except in
limited circumstances, any capital stock for a per share price less than the
then current conversion price.

The convertible preferred stock is automatically converted if (i) holders of 2/3
of the outstanding shares of such preferred stock agree to convert, (ii) the
Company's revenues for the Centiv Business exceed $5 million for any two
consecutive quarters, or (iii) the Company recognizes $20 million in revenues
for the Centiv Business for the 12-month period ending March 31, 2003.

The Company filed, on April 26, 2002, a registration statement to cover the
resale of the shares of common stock issuable upon conversion of the convertible
preferred stock and the shares of common stock issuable upon exercise of the
warrants or upon conversion of the convertible preferred stock issuable upon
exercise of the warrants.  The Company will use its best efforts to have the
registration statement declared effective and will maintain the effectiveness of
the registration statement until the earlier of (a) the later of (i) two years
after all of the warrants have been redeemed or exercised, or (ii) two years
after all of the preferred stock has been converted, or (b) six years from the
latest closing date. The Company has also granted the purchasers of the
convertible preferred stock piggy-back registration rights on any other
Registration Statement filed by the Company (other than on Forms S-8 or S-4).
The Company will bear all expenses of each registration, including the costs of
one special counsel to the holders of registrable securities.

Proceeds to the Company from the sale of the convertible preferred stock were
$2,160,000, of which $1,910,000 was received at March 28, 2002 closing and the
remaining $250,000 was at the April 25, 2002 closing.  Aggregate transaction
costs of $136,000 representing legal, accounting and registration fees were
incurred bringing the net proceeds to $2,024,000.  The net proceeds were used to
pay off and cancel the Company's previous credit facility with Wachovia Bank,
NA.

                                       11
<PAGE>
The Company has recorded a beneficial conversion feature on the convertible
preferred stock and warrants based on the fair value of the common stock of
$1.00 per share as of the date of commitment. The warrants with an exercise
price of $1.50 per share, were valued at $810,000 using the Black-Scholes
valuation method. The beneficial conversion feature was calculated to be
$810,000 at the commitment date of March 28, 2002 and has been recorded as
Additional Paid in Capital. As the preferred shares are convertible immediately,
the entire amount of the beneficial conversion feature has been accreted into
the Accumulated Deficit at March 31, 2002.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The following discussion should be read in conjunction with the information
contained in the Consolidated Financial Statements, including the related notes.

OVERVIEW

We are a developer and provider of Web-enabled point-of-purchase (POP) solutions
used by manufacturers and mass retailers. The delivered product is high quality,
digitally produced signage that is mass-customized for the unique requirements
of each retail location. With our premier product, Instant Impact, a company
gains the ability to target important consumer segments at the point of purchase
by allowing brand managers or retailers to order mass-customized, on-demand,
color POP materials and receive quantitative feedback on the success of their
in-store or on-premise marketing campaigns.

Instant Impact allows a marketing manager, brand manager or retailer to create,
edit, schedule and delivery of POP materials by using pre-approved,
field-editable sign templates. This Internet-based user interface is clear,
flexible, user-friendly and changeable to allow control of the message at a
corporate or local store level. The signage can either be printed in a Centiv
print center, or an industry-standard print-formatted file can be delivered via
the Internet to any print provider in the world. This rapid delivery of signage
results in a dramatic reduction in POP lead time and the costs associated with
launching or changing in-store or on-premises messaging.

The roots of Instant Impact were formed in 1998 when Centiv partnered with
Anheuser-Busch to design, configure, deliver and implement POP signage systems
to Anheuser-Busch wholesale distributors in the United States and 16 foreign
countries. Since the formal launch of the Internet-based Instant Impact in March
2001, Centiv and DuPont Tyvek have formed a strategic alliance and co-branding
agreement that includes company-wide implementation of Instant Impact.

During 2001, the Company decided to focus on and dedicate its resources to its
POP business.  To further that goal, in December 2001, the Company sold our
Channels Business and, effective
January 31, 2002, sold Calgraph Technology Services, Inc.   As a result of these
divestitures, the Company currently operates as a single business unit.

THREE MONTHS ENDED JUNE 30, 2002 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2001

NET SALES FROM CONTINUING OPERATIONS. Total net sales from continuing operations
increased  17%  or $502,000, to $3.5 million for the three months ended June 30,
2002,  compared  to  $3.0 million for the three months ending June 30, 2001. The
increase  is  attributable  primarily  to  the  new  web  based services offered

                                       12
<PAGE>
through the new Instant Impact product launched in 2001 as well as growth in the
supplies revenue for Point of Purchase (POP) systems that are installed at
customer sites.

GROSS PROFIT FROM CONTINUING OPERATIONS.  Gross profit from continuing
operations increased 60% or $360,000 for the three months ended June 30, 2002 to
$964,000 as compared to $602,000 for the three months ended June 30, 2001.  The
gross profit as a percentage of sales increased 7.4 percentage points to 27.5%
for the three months ended June 30, 2002 compared to 20.1% for the three months
ended June 30, 2001.  The margin improvement relates to higher margin web based
sales. In addition, the margin improvement is due to the technical support call
center now being handled directly by Centiv instead of outsourcing this activity
to another entity.

SG&A EXPENSES FROM CONTINUING OPERATIONS.  SG&A expenses from continuing
operations increased $138,000 or 13% to $1.2 million for the three months ended
June 30, 2002 compared to $1.1 million for the three months ended June 30, 2001.
The increase in SG&A expenses is due to administrative costs that are now being
absorbed by Centiv as the other businesses were divested.

DEPRECIATION EXPENSE FROM CONTINUING OPERATIONS.   Depreciation expense from
continuing operations increased $99,000, to $134,000 for the three months ended
June 30, 2002, as compared to $35,000 for the three months ended June 30, 2001.
The increase in depreciation expense relates to the Company implementing a new
state of the art enterprise wide software package as well as the cost of the new
online Instant Impact point-of-purchase system.


INCOME TAXES FROM CONTINUING OPERATIONS.  The Company's effective tax rate for
continuing operations was 0% for the three months ended June 30, 2002 compared
to a benefit of 38% for the three months ended June 30, 2001.  The tax rate was
0% for the three months ended June 30, 2002 as the Company's tax benefit was
offset by a corresponding increase in the valuation allowance for deferred
income taxes that was established in 2001.

NET INCOME (LOSS) FROM CONTINUING OPERATIONS.  The Company had a net loss from
continuing operations of $338,000 for the three months ended June 30, 2002, as
compared to a net loss of $438,000 for the three months ended June 30, 2001.
The decrease in the net loss is attributable to the improvement in gross profit
as well as a reduction in interest expense.

DISCONTINUED OPERATIONS:

The Company had net income from discontinued operations for the three months
ended June 30, 2001 of $140,000.  See Note 11 of the Notes to Consolidated
Financial Statements for a description and breakdown of the discontinued
operations.

SIX MONTHS ENDED JUNE 30, 2002 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2001

NET SALES FROM CONTINUING OPERATIONS. Total net sales from continuing operations
increased 23% or $1.4 million, to $7.3 million for the six months ended June 30,
2002, compared to $5.9 million for the six months ending June 30, 2001. The
increase is attributable primarily to the new web based services offered through
the new Instant Impact product launched in 2001 as well as growth in the
supplies revenue for Point of Purchase (POP) systems that are installed at
customer sites.


                                       13
<PAGE>
GROSS PROFIT FROM CONTINUING OPERATIONS.  Gross profit from continuing
operations increased 59% or $710,000 for the six months ended June 30, 2002 to
$1.9 million as compared to $1.2 million for the six months ended June 30, 2001.
The gross profit as a percentage of sales increased 6 percentage points to 26%
for the six months ended June 30, 2002 compared to 20% for the six months ended
June 30, 2001.  The margin improvement relates to higher margin web based sales.
In addition, the margin improvement is due to the technical support call center
now being handled directly by Centiv instead of outsourcing this activity to
another entity.

SG&A EXPENSES FROM CONTINUING OPERATIONS.  SG&A expenses from continuing
operations increased $376,000 or 18% to $2.4 million for the six months ended
June 30, 2002 compared to $2.1 million for the six months ended June 30, 2001.
The increase in SG&A expenses is due to administrative costs that are now being
absorbed by Centiv as the other businesses were divested.

DEPRECIATION EXPENSE FROM CONTINUING OPERATIONS.   Depreciation expense from
continuing operations increased $174,000, to $267,000 for the six months ended
June 30, 2002, as compared to $93,000 for the six months ended June 30, 2001.
The increase in depreciation expense relates to the Company implementing a new
state of the art enterprise wide software package as well as the cost of the new
online Instant Impact point-of-purchase system.

OTHER INCOME FROM CONTINUING OPERATIONS.   Other Income of $283,000 represents
the settlement of outstanding liabilities associated with the termination of
vendor contracts relating to the sale of the Channels Business.

INCOME TAXES FROM CONTINUING OPERATIONS.  The Company's effective tax rate for
continuing operations was 0% for the six months ended June 30, 2002 compared to
a benefit of 37% for the six months ended June 30, 2001.  The tax rate was 0%
for the six months ended June 30, 2002 as the Company's tax benefit was offset
by a corresponding increase in the valuation allowance for deferred income taxes
that was established in 2001.

NET INCOME (LOSS) FROM CONTINUING OPERATIONS.  The Company had a net loss from
continuing operations of $405,000 for the six months ended June 30, 2002, as
compared to a net loss of $851,000 for the six months ended June 30, 2001.  The
decrease in the net loss is attributable to the improvement in gross profit as
well as the other income and reduced interest expense.

DISCONTINUED OPERATIONS:

The Company had net income from discontinued operations of $380,000 for the six
months ended June 30, 2002 compared to $239,000 net income for the six months
ended June 30, 2001.  See Note 11 of the Notes to Consolidated Financial
Statements for a description and breakdown of the discontinued operations.

LIQUIDITY AND CAPITAL RESOURCES

On June 30, 2002, the Company had a positive working capital of $372,000,
compared to a negative working capital of $2.2 million as of December 31, 2001.


                                       14
<PAGE>
The Company used $2.3 million of cash from operations for the six months ended
June 30, 2002 compared to cash generated of $5.1 million from operations for the
six months ended June 30, 2001.  During the six months ended June 30, 2002, cash
was used to pay accounts payable and accrued expenses of $2.5 million relating
to the payment of transaction costs as well as other payments for vendor
settlements associated with the sale of the Channels Business.

For the six months ended June 30, 2002, the Company generated cash of $907,000
from investing activities.  The Company received cash of $1,100,000 from the
sale of the CalGraph Business (see Note 11 of the Notes to Consolidated
Financial Statements), partially offset by cash used of $193,000 for the
purchase of software licenses, computer hardware and production equipment.
Approximately $89,000 of the $193,000 of purchases related to one-time
expenditures for splitting the software licenses and computer hardware due to
the divestitures of Channels and CalGraph business units.  The cash used for the
six months ended June 30, 2001 of $986,000 relates to the Company implementing a
new state of the art enterprise wide software package as well as the cost of the
new online Instant Impact point-of-purchase system.

For the six months ended June 30, 2002, the Company generated cash of $1,281,000
from financing activities. The Company received net proceeds of $2,026,000 from
a private equity offering (see Note 12 of the Notes to Consolidated Financial
Statements). The net proceeds were used to pay off and cancel the Company's
credit facility with the bank. In June 2002, the Company entered into a Loan and
Security Agreement (the "Agreement"), with Cole Taylor Bank, which expires on
June 30, 2003, that provides for a revolving credit facility initially for
$750,000 with the possibility of increases up to $2.0 million. The availability
under the credit facility will be increased to $2.0 million if the Company
achieves earnings before interest, taxes, depreciation and amortization of at
least $50,000 for three (3) consecutive months. Outstanding advances under the
Agreement bear interest at prime plus 1.00%. Pursuant to the terms of the
Agreement, the Company has pledged accounts receivables, inventory and equipment
as collateral. During the three months ended June 30, 2002, there were no
amounts borrowed under this credit facility.



For the six months ended June 30, 2001, the Company used cash of $4.0 million
from financing activities to pay down the bank line of $2.7 million and to make
payments of $1.3 million on the note issued in connection with the settlement of
the Dissenters' Lawsuit.  During the six months ended June 30, 2001 the Company
had borrowings of $28.3 million and repayments of $30.9 million with the
outstanding bank loan.

The Company believes that its available funds together with its credit
facilities will be adequate to satisfy its current and planned operations,
including restructuring accruals, for at least the next 12 months


RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standard Board (FASB) issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Intangible
Assets."  SFAS No. 141 is effective for all business combinations completed
after June 30, 2001.  SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001; however, certain provisions of this Statement apply to
goodwill and other intangible assets acquired between July 1, 2001, and the
effective date of SFAS No.   142.  Major provisions of the Statements and their
effective dates for the Company are as follows:


                                       15
<PAGE>
1.   All business combinations initiated after June 30, 2001 must use the
     purchase method of accounting. The pooling if interest method of accounting
     is prohibited except for transactions initiated before July 1, 2001.

2.   Intangible assets acquired in a business combination must be recorded
     separately from goodwill if they arise from contractual or other legal
     rights or are separable from the acquired entity and can be sole,
     transferred, licensed, rented, or exchanged, either individually or as part
     of a related contract, asset, or liability.

3.   Goodwill and other intangible assets with indefinite lives, acquired after
     June 30, 2001, are not amortized. Effective January 1, 2002, all previously
     recognized goodwill and intangible assets with indefinite lives will no
     longer be subject to amortization.

4.   Effective January 1, 2002, goodwill and intangible assets with indefinite
     lives will be tested for impairment annually and whenever there is an
     impairment indicated.

5.   All acquired goodwill must be assigned to reporting units for purposes of
     impairment testing and segment reporting.

At December 31, 2001, the Company had no goodwill recorded.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the impairment or
Disposal of Long-Lived Assets."  SFAS No. 144 is effective for fiscal years
beginning after December 15, 2001, and addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.  This statement
supersedes SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and reporting
provisions of Accounting Principles Board Opinion No. 30.  "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions," for the disposal of a segment of a business.  The Company has
adopted SFAS No. 144 at January 1, 2002, and has determined that adoption does
not have a material effect on its results of operations or financial position.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.  These statements appear in a number of places
in this report and include all statements that are not historical facts.  Some
of the forward-looking statements relate to the intent, belief or expectations
of the Company and its management regarding the Company's strategies and plans
for operations and growth.  Other forward-looking statements relate to trends
affecting the Company's financial condition and results of operations, and the
Company's anticipated capital needs and expenditures.

Investors are cautioned that such forward-looking statements are not guarantees
of future performance and involve risks and uncertainties, and that actual
results may differ materially from those that are anticipated in the
forward-looking statements as a result of the impact of competition and
competitive pricing, business conditions and growth in the industry, general and
economic conditions, and other risks.  Investors should review the more detailed
description of these and other possible risks contained in the Company's filings
with the Securities and Exchange Commission, including the Company's Form 10-K.

                                       16
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
--------------------------------------------------------------------


Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of trade accounts receivable.
Credit risks with respect to trade receivables are limited due to the diversity
of customers comprising the Company's customer base.  The Company performs
ongoing credit evaluations and charges uncollectible amounts to operations when
they are determined to be uncollectible.


                         PART II       OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


On June 28, 2002, the Company filed a lawsuit in the Circuit Court of the
Nineteenth Judicial Circuit, Lake County, Illinois Chancery Division against
Encad, Inc., a wholly owned subsidiary of Eastman Kodak Company, seeking to
prevent Encad from terminating a multi-year supply agreement between the Company
and Encad.  On July 1, 2002, Encad filed counterclaims against the Company
seeking in excess of $10 million in alleged damages for past and future lost
profits and expenses based upon claims that Centiv breached the supply agreement
and alleged fiduciary duties to Encad. Encad's counterclaims are based upon
allegations that the Company did not fulfill obligations to recommend Encad's
products to certain of the Company's customers.  At the initial hearing on the
case, the parties agreed to a temporary court order ensuring that Centiv would
have access to the products supplied by Encad through an Encad reseller at
non-wholesale prices.

On August 6, 2002, the Company filed an amended complaint seeking, among other
things, damages from Encad based upon allegations that Encad wrongfully
terminated the supply agreement. On August 6, 2002, the Company also filed a
motion to dismiss some of Encad's counterclaims and an answer to the remaining
counterclaims.  In its answer, the Company denied the allegations upon which
Encad seeks damages.

The Company intends to pursue its claims and defend Encad's allegations
vigorously.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS


On June 11, 2002, after approval by the Company's shareholders at its regularly
scheduled annual meeting, the Company was reincorporated in Delaware.  This was
effected by the merger of Centiv, Inc., an Illinois corporation ("Centiv") with
a wholly owned Delaware subsidiary of the Company with the Delaware corporation
being the survivor under the name Centiv, Inc., a Delaware corporation
("Centiv-DE").

                                       17
<PAGE>
The table below summarizes some similarities and differences between Georgia law
and Delaware law and among the charters and bylaws of Centiv and Centiv-DE.  You
should review the table in conjunction with the discussion following the table,
as well as the text of the merger agreement, the Certificate of Incorporation of
Centiv-DE and the bylaws of Centiv-DE attached as exhibits to this report.









                                       18
<PAGE>
<TABLE>
<CAPTION>
Item                                               Centiv-DE (Delaware)                     Centiv (Georgia)
-----------------------------------------  -------------------------------------  ------------------------------------
<S>                                                      <C>                                    <C>

Amendment of Charter                                                               Centiv's charter may have been
                                                                                   amended, in limited instances,
                                                                                   solely by the approval of the
                                           Centiv-DE's charter may be              board of directors.  In all other
                                           amended by the approval of (i)          instances, it may have been
                                           the board of directors, (ii) a          amended by the approval of (i)
                                           majority of the outstanding stock       the board of directors, (ii) a
                                           entitled to vote on the                 majority of the votes entitled to
                                           amendment, and (iii) a majority         be cast on the amendment, and
                                           of each class of stock entitled to      (iii) a majority vote of each
                                           vote on the amendment; provided         group, if any, entitled to vote on
                                           that the Certificate of                 the amendment; provided that the
                                           Designations, Preferences and           Certificate of Designations,
                                           Rights of the convertible               Preferences and Rights of the
                                           preferred stock may not be              convertible preferred stock was
                                           amended without the approval of         not able to be amended without
                                           at least two-thirds of the holders      the approval of at least two-
                                           of the convertible preferred            thirds of the holders of the
                                           stock.                                  convertible preferred stock.
-----------------------------------------  -------------------------------------  ------------------------------------

Amendment of Bylaws                        Centiv-DE's bylaws may be               Centiv's bylaws may have been
                                           amended by the stockholders or,         amended by the shareholders.
                                           if the charter so authorizes, by        They may also have been
                                           the board of directors.                 amended by the board of
                                                                                   directors, provided the
                                                                                   amendment does not establish
                                                                                   staggered terms for directors or
                                                                                   fix a greater quorum for
                                                                                   shareholders than is required by
                                                                                   Georgia law.
-----------------------------------------  -------------------------------------  ------------------------------------

Number of Directors                        Centiv-DE's charter provides that       Centiv's bylaws provided that the
                                           the board of directors will             board determines the number of
                                           determine the number of                 directors, provided that there may
                                           directors within any limits             less than three directors.
                                           prescribed in the bylaws, which
                                           provide that there may not be
                                           not be less than three directors.
-----------------------------------------  -------------------------------------  ------------------------------------


Cumulative Voting for                       Delaware law permits cumulative        Georgia law permits cumulative
Directors                                   voting for directors, if provided      voting for directors, if provided
                                            for in the charter, but Centiv         for in the charter, but Centiv's
                                           -DE's charter does not so               charter did not so provide.
                                            provide.
-----------------------------------------  -------------------------------------  ------------------------------------

                                       19
<PAGE>
Item                                               Centiv-DE (Delaware)                     Centiv (Georgia)
-----------------------------------------  -------------------------------------  ------------------------------------


 Classified Board of Directors             Delaware law permits up to three         Georgia law permits the election
                                           classes of directors, which may          of up to three groups directors
                                           (i) be elected for staggered terms,      for staggered terms. Each group
                                           (ii) hold differing terms, or (iii)      must have the same number of
                                           have differing voting rights.            directors, or as nearly so as
                                           Centiv-DE's charter provides for         possible.  Centiv's charter did not
                                           a classified board of directors          provide for a classified board of
                                           consisting of three classes with         directors.
                                           staggered terms.
-----------------------------------------  -------------------------------------  ------------------------------------

Removal of Directors by                    Delaware law and Centiv-DE's             Georgia law and Centiv's charter
Shareholders                               charter permit a majority of             permitted a majority of shares
                                           shares entitled to vote at an            entitled to vote at an election of
                                           election of directors to remove all      directors to remove all or any of
                                           or any of the directors; provided        the directors; provided that a
                                           that a director that is elected by a     director that was elected by a
                                           specified group of stockholders          specified group of shareholders
                                           may only be removed by a                 may only have been removed by a
                                           majority of the shares of that           majority of the shares of that
                                           group.                                   group.
-----------------------------------------  -------------------------------------  ------------------------------------


 Voting by Ballot                          Delaware law requires directors          Georgia law contains no
                                           to be elected by ballot and/or           comparable statute.
                                           electronic transmission.
-----------------------------------------  -------------------------------------  ------------------------------------


Eliminating Personal                       Centiv-DE's charter limits the            Centiv's charter limited the
Monetary Liability of                      monetary liability of its directors,      monetary liability of its directors
                                           except liability (i) for breach of        to the maximum extent permitted
 Directors                                 opportunity of the corporation,           by Georgia law, which allows
                                           the director's duty of loyalty, (ii)      limitation except for
                                           acts not in good faith or                 (i) appropriation of a business
                                           involving intentional misconduct          opportunity of the corporation,
                                           or knowing violation of the law,          (ii) acts or omissions involving
                                           (iii) for unlawful payment of             intentional misconduct or
                                           dividends or (iv) for any                 knowing violation of the law,
                                           transaction from which the                (iii) unlawful payment of
                                           director derived improper                 transaction from which the
                                           personal benefit.                         director derived improper
                                                                                     personal benefit.
-----------------------------------------  -------------------------------------  ------------------------------------



Who May Call Special                       Under Delaware law and Centiv
Shareholder Meetings                       -DE's charter, a special                  Under Centiv's charter, a special
                                           stockholder meeting may be                shareholder meeting may have
                                           called by the board of directors,         been called by the board of
                                           the Chairman or President or by           directors, the Chairman or
                                           stockholders holding not less             President or by shareholders
                                           than 20% of the outstanding               holding not less than 20% of the
                                           stock entitled to vote.                   outstanding stock entitled to vote.

                                       20
<PAGE>
Item                                               Centiv-DE (Delaware)                     Centiv (Georgia)
-----------------------------------------  -------------------------------------  ------------------------------------

Action by Written Consent of               Delaware law and  Centiv-DE's            Georgia law and Centiv's charter
 Shareholders                              charter permit stockholders to act       permitted shareholders to act
                                           without a meeting by the written         without a meeting by the written
                                           consent of the number of shares          consent of the number of shares
                                           that would be needed to approve          that would be needed to approve
                                           the action at a meeting if all           the action at a meeting if all
                                           shares were present.                     shares were present.
-----------------------------------------  -------------------------------------  ------------------------------------



Loans to Officers and                      Delaware law expressly permits a          Although these loans are
 Employees                                 corporation to make a loan to, or         permissible under Georgia
                                           guarantee the obligations of, any         common law, Georgia law
                                           officer or employee of the                contains no comparable statute.
                                           corporation if the board of
                                           directors determines that the loan
                                           may reasonably be expected to
                                           benefit the corporation.
-----------------------------------------  -------------------------------------  ------------------------------------


Indemnification of Directors               Delaware law generally permits           Georgia law generally permits
and Officers                               indemnification of directors and         indemnification of directors who
                                           officers who act in good faith           act in good faith and the best
                                           and the best interests of the            interests of the corporation and,
                                           corporation, subject to certain          to a broader extent,
                                           limits.                                  indemnification of officers,
                                                                                    subject to certain limits.
-----------------------------------------  -------------------------------------  ------------------------------------


  Dividends                                A corporation may declare and            A corporation may not make a
                                           pay a dividend out of the surplus        distribution (including any
                                           or net profits of the corporation.       distribution of cash or property as
                                           A corporation may not pay a              a dividend or for repurchase of
                                           dividend so long as the capital of       shares) if the distribution would
                                           the corporation is less than the         render the corporation insolvent
                                           aggregate capital represented by         or unable to pay its debts as they
                                           outstanding stock having a               become due. Holders of preferred
                                           preference on the distribution of        stock have a preferential right,
                                           assets.  Holders of preferred            and no cash dividends may be
                                           stock have a preferential right,         paid to common shareholders
                                           and no cash dividends may be             unless accrued dividends on all
                                           paid to common stockholders              outstanding preferred shares have
                                           unless accrued dividends on all          been paid.
                                           outstanding preferred shares
                                           have been paid.
-----------------------------------------  -------------------------------------  ------------------------------------


Approval of Certain                        Delaware law prohibits business          Georgia law prohibits business
Transactions                               combinations with 15%                    combinations with 10%
                                           stockholders unless (i) the board        shareholders unless (i) the board
                                           approves the transaction, (ii) the       approves the transaction, (ii) the
                                           stockholder owns 85% or more             shareholder owns 90% or more of
                                           of the outstanding voting stock or       the outstanding voting stock, or
                                           (iii) two thirds of the                  (iii) a majority of the
                                           disinterested stockholders               disinterested shareholders
                                           approve the transaction.                 approve the transaction.
-----------------------------------------  -------------------------------------  ------------------------------------


                                       21
<PAGE>

Item                                               Centiv-DE (Delaware)                     Centiv (Georgia)
-----------------------------------------  -------------------------------------  ------------------------------------


Dissenters' Rights                                                                  Georgia law provides broader
                                           Delaware law provides                    dissenters' rights than Delaware
                                           dissenters' (i.e., appraisal) rights     in that shareholders have
                                           to stockholders in the event of          dissenters' rights under a wider
                                           certain major corporate                  range of transactions, including a
                                           transactions, generally in the           sale of substantially all the assets
                                           context of a merger or                   of the corporation and certain
                                           consolidation.                           material charter amendments.
-----------------------------------------  -------------------------------------  ------------------------------------


Right of Shareholders to                   Under Delaware law, a                    Under Georgia law, a shareholder
Inspect Shareholder List                   stockholder has the right to             has the right to inspect books and
                                           inspect the stock ledger,                Records of corporation regardless
                                           stockholder list, books and              of purpose.  Furthermore, a
                                           records of the corporation               shareholder has the right to
                                           for any                                  inspect board minutes, accounting
                                           purpose reasonably related to his        records and the shareholder list,
                                           or her interest as a stockholder.        where examination is asked for in
                                                                                    good faith and for a proper
                                                                                    purpose reasonably related to the
                                                                                    shareholder's interest as such.
-----------------------------------------  -------------------------------------  ------------------------------------
Dissolution                                Unless a majority of the board of        A corporation may only dissolve
                                           directors approves a proposal to         pursuant to a proposal submitted
                                           dissolve, the dissolution of the         to the shareholders by the board
                                           corporation must be approved             of directors.  Unlike Delaware
                                           unanimously by the stockholders          law, Georgia law makes no
                                           entitled to vote on dissolution. If      provision for dissolution by
                                           a majority of the board of               unanimous consent of the
                                           directors approves of dissolution,       shareholders.
                                           only the approval of a majority of
                                           the stockholders is required.
-----------------------------------------  -------------------------------------  ------------------------------------

  Shareholder Derivative Suits             Generally, a stockholder may             Generally, a shareholder may
                                           bring a derivative action on             bring a derivative action on
                                           behalf of the corporation only if        behalf of the corporation only if
                                           the stockholder was a stockholder        the shareholder was a shareholder
                                           of the corporation at the time of        of the corporation at the time of
                                           the transaction in question or           the transaction in question or
                                           received his or her shares by            received his or her shares by
                                           operation of law.                        operation of law. In Georgia, the shareholder
                                                                                    must fairly and  adequately represent the
                                                                                    interests  of the corporation in enforcing its
                                                                                    rights.
</TABLE>

The following is a more thorough discussion of the material provisions of
Delaware and Georgia corporation law as well as the material provisions of the
organizational documents of Centiv and Centiv-DE. Although this discussion
provides greater detail that the above summary it is not intended to be a
complete discussion and you should read the discussion in conjunction with the
Centiv-DE Certificate of Incorporation and bylaws attached as Exhibits 3.1 and
3.2, respectively.

                                       22
<PAGE>
Amendment of Charter.

     Under Delaware law, Centiv-DE's Certificate of Incorporation may be amended
by the approval of (i) the board of directors, (ii) holders of a majority of the
outstanding stock entitled to vote on the amendment, and (iii) a majority of
each class of stock entitled to vote on the amendment.  In general, a class of
stock is entitled to vote on an amendment if the rights, powers, preferences or
authorized shares of that class will be affected by the amendment.  Under
Georgia law, only the approval of the board of directors was required to amend
Centiv's Articles of Incorporation under certain enumerated circumstances.  In
all other instances, the amendment of Centiv's Articles of Incorporation
required the approval of (i) the board of directors, (ii) the holders of a
majority of the votes entitled to be cast on the amendment, and (iii) a majority
vote of each group, if any, entitled to vote on the amendment.  In general, a
group is entitled to vote on the amendment if the amendment, either directly or
through any of several enumerated indirect methods, will affect the group's
designation, rights, preferences, limitations or number of authorized shares.

Amendment of Bylaws.

Under Delaware law, the stockholders always have the power to adopt, amend and
repeal a corporation's bylaws.  The Certificate of Incorporation may also permit
the board of directors to take these actions.  In general, under Georgia law,
bylaws may be amended by either the shareholders or the board of directors,
though the shareholders in amending or repealing a particular bylaw may
expressly provide that the board of directors may not amend or repeal that
bylaw.  In addition, articles of incorporation may, in whole or in part, reserve
the power to amend the bylaws to the shareholders.  A bylaw that establishes
staggered terms for directors or fixes a greater quorum for shareholders than is
required by Georgia law may only be adopted, amended or repealed by the
shareholders.  The Centiv-DE Certificate of Incorporation provides that
generally the Centiv-DE bylaws may be amended by either the directors or the
stockholders; however, certain provisions may only be amended with the
affirmative vote of the holders of at least 80% of the stockholders.

Classified Board of Directors.

Under Delaware law, a classified board provision in a company's bylaws or
certificate of incorporation may provide that directors will be classified into
up to three classes, each having as nearly equal a number of directors as
possible. At each annual meeting of stockholders following the initial
classification and election of a three class board of directors, the successors
to the class of directors whose terms expire at that meeting would be elected
for a term expiring at the third succeeding annual meeting of stockholders after
their election.  Delaware law does not require classified boards to have a
specific number of directors in each class.  Directors chosen to fill vacancies
on a classified board hold office until the next election of the class for which
they have been chosen, and until their successors are elected and have been
qualified.

Under Delaware law, unless the certificate of incorporation provides otherwise,
directors serving on a classified board of directors may be removed only for
cause (see "Removal of Directors" below).  A classified board provision may
significantly extend the time required to effect a change in control of a board
of directors and may discourage hostile takeover bids for companies that have
classified board provisions. For companies without a classified board, a change
in control of the board of directors can be made by stockholders holding a
majority of the votes cast at a single annual meeting of stockholders. By
comparison, with a classified board provision in place, it would take at least
two annual meetings of stockholders for even a majority of stockholders to
effect a change in control of the Board of Directors of Centiv-DE absent
resignations because only a minority of the directors would be elected at each
meeting.  A classified board provision is intended to encourage persons seeking
to acquire control of a company, including through proxy fights or hostile
takeovers, to initiate those efforts through negotiations with the board of
directors. A classified board provision also generally increases the bargaining

                                       23
<PAGE>
leverage of a board of directors, on behalf of its stockholders, in any
negotiations concerning a potential change of control of a company. Classified
board provisions, however, make more difficult or discourage a proxy contest or
the assumption of control by a substantial stockholder and thus could increase
the likelihood that incumbent directors retain their positions. A classified
board provision could also have the effect of discouraging a third party from
making a tender offer or otherwise attempting to obtain control of a company
even though the attempt might be beneficial to the stockholders.

The Certificate of Incorporation of Centiv-DE calls for a classified board of
directors consisting of three classes of directors with staggered terms. The
Certificate of Incorporation of Centiv-DE provides for three classes of
directors with two directors in each class, each elected for a term of three
years expiring in successive years. The first class will include Mr. Carnavale
and Ms. Feil, the second class with include Messrs. Mason and Dalton and the
third class will include Messrs. Sisto and Rychel.  One director in the first
class is elected by the preferred stockholders, and the other director in the
first class as well as the directors in the second and third classes are elected
by the preferred stockholders and the common stockholders voting together.
Thus, we have a classified board of directors, which is divided into three
classes with directors serving staggered three-year terms, except for the first
term of Class I directors, who initially serve a one-year term and the first
term of Class II directors, who initially serve a two-year term.

Under Georgia law, staggered boards are permitted if authorized in the bylaws or
articles of incorporation, but no provision is made for differing voting rights
or terms.


Removal of Directors.

Delaware law generally permits a majority of shares entitled to vote at an
election of directors to remove all or any of the directors.  However, a
director that is a member of a class (see "Classified Board of Directors" above)
may only be removed for cause.  Georgia law similarly permits a majority of
shares entitled to vote at an election of directors to remove all or any of the
directors, with or without cause (except those elected for staggered terms who
may only be removed for cause), unless the articles of incorporation or bylaws
provide otherwise.  Both states provide that a director that is elected solely
by one class or group of stock may only be removed by that class.  Both states
also provide that, if cumulative voting is authorized by the charter, a director
may not be removed if the number of votes sufficient to elect the director is
cast against removal.  The Centiv-DE bylaws provide that directors may be
removed only for cause and only by the affirmative vote of the holders of 80% of
the combined voting power of the then outstanding shares of stock entitled to
vote on the election of such director.  Thus, because the preferred stockholders
of Centiv-DE, voting alone, elect one of the Class I directors, only a vote of
the holders of 80% of the outstanding preferred stock of Centiv-DE may remove
that director.

Indemnification of Directors and Officers.

Delaware law permits indemnification of directors and officers who act in good
faith and in a manner believed to be in or not opposed to the best interests of
the corporation.  In the case of a proceeding brought by the corporation, the
corporation may not indemnify an unsuccessful defendant officer or director,
except (in the discretion of the court) to the extent of expenses incurred in
the defense. Georgia law permits indemnification of a director who, in the case
of conduct in the director's official capacity, acts in good faith and in a
manner reasonably believed to be in the best interests of the corporation.  In
the case of conduct outside the director's official capacity, Georgia law
permits indemnification of a director who acts in good faith and in a manner
reasonably believed to be not opposed to the best interests of the corporation.

                                       24
<PAGE>
Georgia law prohibits the indemnification (except for expenses) of an
unsuccessful defendant in a case brought by the corporation or with respect to
any conduct from which the director received an improper benefit.  Georgia law
permits the indemnification of officers to the same extent as directors and as
otherwise set forth in the articles of incorporation, bylaws, board resolution
or contract; provided that no officer may be indemnified for appropriation of a
business opportunity of the corporation, intentional misconduct, knowing
violations of law or unlawful distributions.   Both Delaware and Georgia law
require indemnification (as to expenses) of directors who are wholly successful
on the merits of any proceeding due to the directors position as such.

Advance Notice Requirements for Stockholder Proposals and Nomination for
Directors.

Georgia and Delaware law are silent as to advance notice of stockholder
proposals and director nominations.  Generally, the Centiv bylaws provide that
notice of a shareholder proposal 120 days but not more than 150 days before the
anniversary date of the prior year's proxy statement and a shareholder director
nomination must be received no later than 60 days but not more than 75 days
prior to the meeting.  The Centiv-DE bylaws provide that notice of a stockholder
proposal must be received at least 120 days but not more than 150 days prior to
the anniversary date of the immediately preceding meeting, and notice of a
stockholder director nomination must be received at least 120 days but not more
than 150 days prior to the anniversary date of the immediately preceding annual
meeting.

Special Meetings of Shareholders.

Under Centiv's charter and byalws, a special shareholder meeting could have been
called by the board of directors, the Chairman or President or by shareholders
holding not less than 20% of the outstanding stock entitled to vote. Delaware
law provides that special meetings of stockholders may be called by the board of
directors or by such persons as may be authorized by the certificate of
incorporation or bylaws.  The Centiv-DE bylaws allow special meetings to be
called only by the chairman, the president or the board of directors pursuant to
a resolution approved by a majority of the board.

Stockholder Action by Written Consent.

Delaware law generally allows for stockholder actions to be taken pursuant to a
written consent signed by stockholders having not less than the minimum number
of votes necessary to authorize or take such action, provided that a subsequent
notice of the taking of corporate action by less than unanimous written consent
is sent to stockholders who have not consented in writing.  The Centiv-DE
Certificate of Incorporation and bylaws, however, prohibit stockholder action by
written consent.  Georgia law is substantially similar to Delaware law in
permitting action by written consent.  The Centiv bylaws provided for
shareholder action by written consent.

Dividends.

Under Delaware law, a corporation may declare and pay a dividend out of the
surplus or net profits of the corporation.  A corporation may not pay a dividend
so long as the amount of the capital of the corporation following the
declaration and payment is less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets.  Under Georgia law, a corporation
may not make a distribution (including any distribution of cash or property as a
dividend or for repurchase of shares) if, after giving effect to such
distribution, (i) the corporation would be unable to pay its debts as they
become due in the ordinary course, or (ii) the corporation's total assets would
be less than its total liabilities, including the amount needed to satisfy any

                                       25
<PAGE>
preferential rights upon dissolution.  In calculating total assets, the board of
directors may consider financial statements or on a "fair valuation" or other
reasonable method.

Approval of Certain Transactions.

Under both Delaware and Georgia law, "business combinations" by corporations
with "interested shareholders" are subject to a moratorium of three or five
years, respectively, unless specified conditions are met. The prohibited
transactions include a merger with, disposition of assets to, or the issuance of
stock to, the interested shareholder, or specified transactions that have the
effect of increasing the proportionate amount of the outstanding securities held
by the interested shareholder. Under Delaware and Georgia law, interested
shareholders are those shareholders who own 15% and 10% of the voting stock of a
corporation, respectively. Interested shareholders may avoid the prohibitions
against significant transactions with corporations in Delaware and Georgia under
the following circumstances:

<TABLE>
<CAPTION>



Delaware                                                       Georgia
-------------------------------------------  -------------------------------------------
<S>                                          <C>

  -  Prior to becoming an interested                -  Prior to becoming an interested
     stockholder, the board of directors               shareholder, the board of directors
     approves the transaction or                       approves the transaction or
     transactions by which the stockholder             transactions by which the shareholder
     becomes an interested stockholder;                becomes an interested shareholder;


  -  The interested stockholder owned at            -  The interested shareholder owns at
     least 85% of the voting stock,                    least 90% of the voting stock,
     excluding specified shares, upon                  excluding specified shares, upon
     consummation of the transaction that              consummation of the transaction that
     results in the stockholder becoming an            results in the shareholder becoming an
     interested stockholder; or                        interested shareholder; or


  -  At, or subsequent to, the time the             -  At, or subsequent to becoming an
     stockholder becomes an interested                 interested shareholder the interested
     stockholder, the board of directors and           shareholder holds 90% of the
     at stockholders holding at least                  outstanding voting stock, excluding
     66-2/3% of the outstanding shares,                specified shares (including shares held
     excluding shares held by the interested           by the interested shareholder), and the
     stockholder, approve the transaction.             transaction is approved by a majority
                                                       of the shareholders of the voting stock
                                                       entitled to vote thereon, excluding
                                                       specified shares (including shares held
                                                       by the interested shareholder).
</TABLE>

Georgia law also includes "fair price requirements" that would apply to any
business combinations between Centiv and an interested shareholder. Business
combinations with interested shareholders must be unanimously approved by at
least three "continuing directors" of Centiv or recommended by at least 66 2/3%
of continuing directors and approved by a majority of the votes entitled to be
cast by shareholders, other than voting shares beneficially owned by the
interested shareholder. This vote is not required if: (1) the fair market value
of the aggregate cash or securities to be received by the shareholders is as
high as the fair market value of their shares; (2) the shareholders receive the
same form of consideration as the interested shareholder previously paid for
shares of the same class or series; (3) there are no changes with respect to
dividends; and (4) the interested shareholder has not received the benefit of
any loans, advances, guarantees, pledges or other financial assistance provided
by Centiv.

                                       26
<PAGE>

Dissenters' Rights.

Under both Delaware and Georgia law, a shareholder of a corporation
participating in a specified major corporate transaction may be entitled to
dissenters' or appraisal rights pursuant to which the shareholder may receive
cash in the amount of the fair value of his or her shares in lieu of the
consideration he or she would otherwise receive in the transaction.

Under Delaware law, these rights are not available with respect to: (1) the
sale, lease or exchange of all or substantially all of the assets of a
corporation or an amendment to the corporation's certificate of incorporation
(unless otherwise provided in the corporation's certificate of incorporation);
(2) a merger or consolidation by a corporation the shares of which are either
listed on a national securities exchange or held of record by more than 2,000
stockholders if the stockholders are required to receive only shares of the
surviving corporation, shares of any other corporation that are either listed on
a national securities exchange or held of record by more than 2,000 holders,
cash in lieu of fractional shares or a combination of the foregoing; or (3) a
merger if no vote of the stockholder of the surviving corporation is required to
approve the merger because the merger does not amend the certificate of
incorporation, and each share of the surviving corporation outstanding prior to
the merger is an identical outstanding or treasury share after the merger, and
the number of shares to be issued in the merger does not exceed 20% of the
shares of the surviving corporation outstanding immediately prior to the merger.

In contrast, under Georgia law, dissenters' rights are available in the
following cases:  (1) a merger if shareholder approval is required for the
merger and the shareholder is entitled to vote on the merger, or if the
corporation is a subsidiary that is merged with its parent; (2) a share exchange
in which the corporation's shares will be acquired, if the shareholder is
entitled to vote on the share exchange; (3) a sale or exchange of all or
substantially all of the assets of a corporation, if a shareholder vote is
required, other than a sale pursuant to a court order or a sale for cash the
proceeds of which will be distributed to the shareholders within one year; (4)
an amendment of the articles of incorporation that adversely affects rights
relating to the shareholder's shares; or (5) any corporate action taken pursuant
to a shareholder vote to the extent the articles of incorporation, bylaws or a
resolution of the board of directors provides that voting or non-voting
shareholders are entitled to dissent and obtain payment for their shares.
Furthermore, under Georgia law, this right is not available when the affected
shares are listed on a national securities exchange or held of record by more
than 2,000 shareholders unless: (1) the articles of incorporation or a
resolution of the board of directors approving the transaction provide
otherwise; or (2) in a plan of merger or share exchange, the shareholders of
shares are required to accept anything other than shares of the surviving
corporation or another publicly held corporation which at the effective date of
the merger or share exchange are either listed on a national securities exchange
or held of record by more than 2,000 shareholders, except for payments in lieu
of fractional shares.

THE CHARTERS AND BYLAWS OF CENTIV AND CENTIV-DE

The provisions of the Centiv-DE Certificate of Incorporation and bylaws, as
currently in existence are substantially similar to the Articles of
Incorporation and bylaws of Centiv as existed immediately prior to the
reincorporation.  The following discussion of the Certificate of Incorporation
and bylaws of Centiv-DE is qualified by reference to the Certificate of
Incorporation and Bylaws of Centiv-DE, which are attached as exhibits to this
report and which you should review carefully.

                                       27
<PAGE>
Number of Authorized Shares.

Under its previous Articles of Incorporation Centiv was authorized to issue up
to 35,000,000 shares of Class A common stock, $.001 par value, and up to
5,000,000 shares of preferred stock, $.001 par value. Pursuant to a Certificate
of Designations, Preferences and Rights filed on March 28, 2002, Centiv
designated 1,000,000 shares of preferred stock as Series A Convertible Preferred
Stock.  In addition, the board of directors was entitled to designate new series
of preferred stock and determine the powers, preferences and rights, and the
qualifications and limitations or restrictions of the authorized and unissued
preferred stock without shareholder approval.

The Certificate of Incorporation of Centiv-DE authorizes Centiv-DE to issue the
same number of shares of both common and preferred stock and includes an
identical Certificate of Designations, Preferences and Rights with regard to the
Series A Convertible Preferred Stock.  Like the Articles of Incorporation of
Centiv, the Certificate of Incorporation of Centiv-DE provides that the Board of
Directors is entitled to determine the powers, preferences and rights, and the
qualifications, limitations or restrictions, of the authorized and unissued
preferred stock without further approval of the stockholders.

Size of Board of Directors.

Centiv's bylaws permitted the board of directors to determine the size of the
board provided that there must have been at least three directors.  Immediately
prior to the reincorporation merger, the size of the board was set at six
members.  Delaware law, like Georgia law, permits a board of directors, acting
alone, to change the authorized number of directors by amending to the bylaws or
the adopting of a resolution, unless the directors are not authorized to amend
the bylaws or the number of directors is fixed in the certificate of
incorporation (in which case a change in the number of directors may be made
only by amendment to the certificate of incorporation following stockholder
approval of the change). The Certificate of Incorporation of Centiv-DE provides
that the number of directors will be determined by a resolution of the Board
within any limits prescribed in the bylaws, which shall be only that there be
not less than three members of the board of directors.

Monetary Liability of Directors.

The Articles of Incorporation of Centiv provided and the Certificate of
Incorporation of Centiv-DE continues to provide for the elimination of personal
monetary liability of directors to the fullest extent permissible under the laws
of the respective states.

Indemnification.

The Centiv Articles of Incorporation were silent on the ability of Centiv to
indemnify its officers and directors through bylaw provisions, agreements with
them, vote of shareholders or disinterested directors or otherwise. The Centiv
bylaws, however, provided that Centiv would indemnify its directors and officers
and other corporate agents to the fullest extent allowed by Georgia law.  The
Centiv-DE Certificate of Incorporation and bylaws require Centiv-DE to indemnify
the company's directors and officers and other corporate agents, all to the
maximum extent and in the manner permitted by Delaware law.  The Certificate of
Incorporation and bylaws of Centiv-DE may be broader in this regard in that
Delaware law does not contain the same restrictions as Georgia law.

Amendment of Bylaws and Charter.

The bylaws and charter of Centiv may have been and those of Centiv-DE may
be amended or repealed by a vote of holders of a majority of the outstanding
stock entitled to vote or


                                       28
<PAGE>
by the board of directors, so long as proper notice of the meeting is given and
the notice includes in its purposes the amendment or repeal of the bylaws or
charter; provided that the Certificate of Designations, Preferences and Rights
of the convertible preferred stock may not be amended without the approval of at
least two-thirds of the holders of the convertible preferred stock.


PRIVATE OFFERING

On March 28, 2002 and April 15, 2002, the Company sold, in two separate closings
of one  private placement, 191,000 units and 25,000 respectively, each unit
consisting of one share of convertible preferred stock and one warrant to
purchase one additional share of convertible preferred stock. This offering was
made pursuant to an exemption from registration under Rule 506 of Regulation D
under the Securities Act of 1933.  The purchase price for each unit was $10.00
per unit.  Because each share of convertible preferred stock is convertible,
initially, into ten shares of common stock, the effective purchase price was
$1.00 for each share of common stock purchased.  The warrant that is included in
each unit gives the holder the right, until five years after the issuance of the
warrant, to purchase one share of convertible preferred stock at a purchase
price of $15.00 per share (the equivalent of $1.50 per share of common stock).
Neither the convertible preferred stock nor the warrants have been registered
under the Securities Act of 1933.  Therefore, they may not be offered or sold in
the United States absent registration or an applicable exemption from
registration requirements.  In connection with this offering the Company,
pursuant to its Articles of Incorporation filed a Certificate of Designations,
Rights and Preferences with the Secretary of State of the State of Georgia
defining the rights of the preferred stock.

The convertible preferred stock has a liquidation preference over common stock
equal to the purchase price of the convertible preferred stock plus any accrued
but unpaid dividends.  If not previously converted, the convertible preferred
stock will begin to accrue dividends on March 31, 2003 at an annual rate equal
to 8% of the purchase price of the convertible preferred stock.  In addition, if
not previously converted into common stock, the convertible preferred stock is
subject to redemption at the option of the Company on the fourth anniversary of
the issuance of the convertible preferred stock at a redemption price equal to
the purchase price plus any accrued but unpaid dividends.  If the Company fails
to redeem the convertible preferred stock on that date, the holders of the
convertible preferred stock become entitled to elect a majority of the board of
directors.  Notwithstanding the foregoing, directors elected by virtue of the
voting rights of the convertible preferred stock would have to recuse themselves
from any vote to redeem all or a portion of the convertible preferred stock.

The convertible preferred stock is initially convertible into ten shares of
common stock for each share  of the convertible preferred stock.  This
conversion ratio, however, is subject to anti-dilution adjustment for stock
splits, combinations and other similar changes and if the Company issues, except
in limited circumstances, any capital stock for a per share price less than the
then current conversion price.

The convertible preferred stock is automatically converted if (i) holders of 2/3
of the outstanding shares of such preferred stock agree to convert, (ii) the
Company's revenues for the Centiv Business exceed $5 million for any two
consecutive quarters, or (iii) the Company recognizes $20 million in revenues
for the Centiv Business for the 12-month period ending March 31, 2003.

The Company filed, on April 26, 2002, a registration statement to cover the
resale of the shares of common stock issuable upon conversion of the convertible
preferred stock and the shares of common stock issuable upon exercise of the
warrants or upon conversion of the convertible preferred stock issuable upon
                                       29
<PAGE>

exercise of the warrants.  The Company will use its best efforts to have the
registration statement declared effective and will maintain the effectiveness of
the registration statement until the earlier of (a) the later of (i) two years
after all of the warrants have been redeemed or exercised, or (ii) two years
after all of the preferred stock has been converted, or (b) six years from the
closing date. The Company has also granted the purchasers of the convertible
preferred stock piggy-back registration rights on any other Registration
Statement filed by the Company (other than on Forms S-8 or S-4).  The Company
will bear all expenses of each registration, including the costs of one special
counsel to the holders of registrable securities.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          Not applicable


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's 2002 Annual Meeting of Stockholders was held on June 11, 2002.
The votes for each proposal were as follows:


PROPOSAL 1 - ELECTION OF  SIX DIRECTORS , ONE TO BE ELECTED BY THE PREFERRED
----------------------------------------------------------------------------
SHAREHOLDERS AND FIVE DIRECTORS TO BE ELECTED BY BOTH THE COMMON SHAREHOLDERS
-----------------------------------------------------------------------------
AND THE PREFERRED SHAREHOLDERS VOTING AS A SINGLE CLASS:
--------------------------------------------------------

Steven J. Carnevale was elected by the preferred shareholders and the other
directors were elected by both the common and preferred shareholders.

         PROPOSAL 1 RESULTS                FOR        AGAINST     ABSTAIN
         ------------------                ---        -------     -------

         Steven J Carnevale (elected
         by preferred shareholders only)  1,550,000     2,000      0

         Frank X Dalton                   4,534,729      2,000     0

         Albert E. Sisto                  4,534,729      2,000     0

         Kim Feil                         4,534,729      2,000     0

         William M. Rychel                4,534,729     57,000     0

         Thomas M. Mason                  4,534,729     57,000     0


PROPOSAL 2 - APPROVAL OF AMENDMENT TO 1997 STOCK OPTION PLAN TO INCREASE THE
----------------------------------------------------------------------------
NUMBER OF SHARES THAT WE MAY ISSUE UNDER THE PLAN FROM 1,250,000 TO 1,500,000:
------------------------------------------------------------------------------

            PROPOSAL 2 RESULTS       FOR       AGAINST     ABSTAIN
            ------------------       ---       -------     -------

            Total All Classes     4,313,590     23,200     3,200



PROPOSAL 3 - APPROVAL OF THE REINCORPORATION OF THE COMPANY INTO DELAWARE:
--------------------------------------------------------------------------
                                       30
<PAGE>
               PROPOSAL 3 RESULTS          FOR     AGAINST    ABSTAIN
               ------------------      ----------- --------   -------

                  Common Shares        2,730,290     56,500   3,200
                  Preferred Shares     1,550,000              0             0
                                       ----------- --------   ---------
                  Total All Classes    4,280,290     56,500   3,200


PROPOSAL 4 - RATIFICATION OF THE ISSUANCE OF THE 216,000 UNITS, EACH CONSISTING
-------------------------------------------------------------------------------
OF ONE SHARE OF CONVERTIBLE PREFERRED STOCK AND A WARRANT TO PURCHASE ONE
-------------------------------------------------------------------------
ADDITIONAL SHARE OF PREFERRED STOCK AND  THE DEEMED CHANGE OF CONTROL RESULTING
-------------------------------------------------------------------------------
FROM SUCH ISSUANCE (COMMON SHAREHOLDERS ONLY VOTED ON THIS PROPOSAL):
---------------------------------------------------------------------

              PROPOSAL 4 RESULTS      FOR         AGAINST    ABSTAIN
              ------------------      ---         -------    -------

              Total All Classes     4,447,796     182,150     7,900


PROPOSAL 5 - APPROVAL OF THE ISSUANCE AND SALE, IN A PRIVATE OFFERING, UP TO
----------------------------------------------------------------------------
330,000 UNITS, EACH CONSISTING OF SHARES OF CAPITAL STOCK AND A WARRANT TO
--------------------------------------------------------------------------
PURCHASE ADDITIONAL SHARES OF STOCK AND THE DEEMED CHANGE OF CONTROL THAT MAY
-----------------------------------------------------------------------------
OCCUR AS A RESULT OF THIS ISSUANCE AND SALE:
--------------------------------------------


               PROPOSAL 5 RESULTS         FOR     AGAINST     ABSTAIN
               ------------------         ---     -------     -------
               Common Shares         2,781,990     4,800       3,200
               Preferred Shares      1,550,000         0           0
                                     ---------     ------     --------
               Total All Classes     4,331,990     4,800       3,200



ITEM 5.  OTHER INFORMATION


On April 8, 2002, the Company received a letter from The Nasdaq Stock Market,
Inc. requesting that the Company provide Nasdaq with a detailed description of
how the Company intends to continue to comply with the listing requirements of
the Nasdaq SmallCap Market.  The Company has responded to that inquiry with a
detailed plan of how the Company plans to remain in compliance with all of the
listing requirements of the Nasdaq SmallCap Market.   On May 15, 2002, the
Company received notification from the Nasdaq Stock Market that it has closed
this matter and the Company was in compliance with the listing requirements of
the Nasdaq SmallCap Market.


                                       31
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


EXHIBITS
--------

     2.1 Asset Purchase Agreement dated October 29, 2001 by and between Tekgraf,
Inc. and SCB Acquisitions, LLC (Filed as Appendix A to the Company's Definitive
Proxy Statement filed October 21, 2002 and incorporated herein by reference).

     2.2 Asset Purchase Agreement effective as of January 31, 2002 by and among
CalGraph Technology Services, Inc., Centiv, Inc., the sole shareholder of
CalGraph and Graphic Enterprises of Ohio, Inc. (Filed as Exhibit 99.2 to the
Company's Current Report on Form 8-K filed February 20, 2002 and incorporated
herein by reference).

     2.3 Agreement and Plan of Merger dated as of June 11, 2002 by Centiv, Inc.,
a Georgia corporation and Centiv, Inc., a Delaware corporation

     3.1 Certificate of Incorporation of Centiv, Inc. dated April 11, 2002 and
related Certificate of Designations, Preferences and Rights filed May 21, 2002.

     3.2 Bylaws of Centiv, Inc.

     4.1 Form of Securities Purchase Agreement dated March 28, 2002 by and among
Centiv, Inc. and the purchasers identified on Exhibit A thereto (Filed as
Exhibit 4.1 to the Company annual report on form 10-K filed on April 1, 2002 and
incorporated herein by reference).

     4.2 Form of Investors Rights Agreement dated March 28, 2002 by and among
Centiv, Inc. and the investors who are signatories thereto (Filed as Exhibit 4.2
to the Company annual report on form 10-K filed on April 1, 2002 and
incorporated herein by reference).

     4.3 Form of Warrant issued pursuant to Securities Purchase Agreement dated
March 28, 2002 by and among Centiv, Inc. and the purchasers identified on
Exhibit A thereto (Filed as Exhibit 4.3 to the Company annual report on form
10-K filed on April 1, 2002 and incorporated herein by reference).

     10.1 Loan Agreement dated June 12, 2002 between the Company and Cole Taylor
Bank.

     10.2 Security Agreement dated June 12, 2002 between the Company and Cole
Taylor Bank.

     11.1 Statements of Computation of Earnings Per Share (Filed as Exhibit 11.1
to the Company annual report on form 10-K filed on April 1, 2002 and
incorporated herein by reference)

     21.1 Subsidiaries (Filed as Exhibit 21.1 to the Company annual report on
form 10-K filed on April 1, 2002 and incorporated herein by reference)

     99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002

                                       32
<PAGE>

REPORTS ON FORM 8-K
-------------------

The following reports on Form 8-K have been filed during the three months ended
June 30, 2002:

Current Report on Form 8-K filed April 5, 2002, which included disclosure under
Item 5 relating to the issuance of units, each consisting of on share of
convertible preferred stock and one warrant to purchase one additional share of
convertible preferred stock.

Current Report on Form 8-K filed July 5, 2002, which included disclosure under
Item 5 relating to the lawsuit filed by the Company against Encad, Inc.




                                       33
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT ON FORM 10-Q TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED THIS 9th DAY OF AUGUST, 2002.

CENTIV, INC.


         SIGNATURE                      Title
         ---------                      -----

By:  /s/ William M. Rychel           Chief Executive Officer,
   -----------------------           President and Director (principal
     William M. Rychel               executive officer)



By:  /s/ Thomas M. Mason             Chief Financial Officer
    --------------------             (principal financial and accounting
       Thomas  M. Mason              officer and duly authorized officer
                                     of the Registrant)


                                       34
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>


                                                                     EXHIBIT 2.3

                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 11, 2002 by
CENTIV, INC., a Georgia corporation ("Centiv-Georgia"), and CENTIV, INC., a
Delaware corporation and a wholly owned subsidiary of Centiv-Georgia
("Centiv-Delaware" and, together with Centiv-Georgia, the "Constituent
Corporations").

     WHEREAS, Centiv-Georgia has authorized capital stock consisting of
35,000,000 shares of Class A Common Stock, par value $.001 per share, and
5,000,000 shares of Preferred Stock, par value $.001 per share, of which
4,956,535 shares of Class A Common Stock and 1,000,000 shares of Series A
Convertible Preferred Stock are issued and outstanding as of the
date hereof; and

     WHEREAS, Centiv-Delaware has authorized capital stock consisting of
35,000,000 shares of Common Stock, par value $.001 per share, and 5,000,000
shares of Preferred Stock, par value $.001 per share, of which 1,000 shares of
Common Stock are issued and outstanding as of the date hereof and 1,000,000
shares of Preferred Stock have been designated as Series A Convertible Preferred
Stock pursuant to a Certificate of Designations, Preferences and Rights; and

     WHEREAS, the Boards of Directors of the respective Constituent Corporations
have determined that it is advisable that Centiv-Georgia be merged with and into
Centiv-Delaware and that Centiv-Delaware shall continue as the surviving
corporation on the terms and conditions hereinafter set forth in accordance with
the applicable provisions of the laws of the
States of Georgia and Delaware;

     NOW, THEREFORE, the parties to this Agreement agree as follows:

1.     THE MERGER

     Centiv-Georgia and Centiv-Delaware shall be merged into a single
corporation in accordance with the applicable provisions of the laws of the
State of Georgia and the State of Delaware by Centiv-Georgia merging with and
into Centiv-Delaware, and Centiv-Delaware shall continue as the surviving
corporation under the name Centiv, Inc. (the "Surviving Corporation").

2.     EFFECT OF THE MERGER

     2.1     The merger shall become effective as provided in the applicable
laws of the State of Georgia and the State of Delaware (the time when the merger
shall become effective being sometimes referred to herein as the "Effective
Time").

<PAGE>

     2.2     At the Effective Time:

          (a)     Centiv-Delaware shall be the Surviving Corporation, and the
separate existence of Centiv-Georgia shall cease, except to the extent provided
by the laws of the State of Georgia in the case of a corporation after its
merger with and into another corporation;

          (b)     The Surviving Corporation shall, without further transfer or
other action on the part of the Constituent Corporation, succeed to and
thereafter possess and enjoy all of the rights, privileges, immunities, powers
and franchises, of a public as well as of a private nature, of each of the
Constituent Corporations, and be subject to all of the restrictions,
disabilities and duties of each of the Constituent Corporations, and all
property, real, personal and mixed, of and all debts due to each of the
Constituent Corporations on whatever account, and all things in actions, and all
and every other interest of, or belonging or due to, each of the Constituent
Corporations shall be taken and deemed to be transferred to and vested in the
Surviving Corporation; and the title to any real estate, or any interest
therein, vested by deed or otherwise in either of the Constituent Corporations
shall not revert or be in any way impaired by reason of this merger. Without
limiting the generality of the foregoing, the Surviving Corporation shall assume
and continue all employee profit sharing or benefit plans of Centiv-Georgia, and
said plans shall not be terminated as a result of the merger.

          (c)     All rights of creditors and all liens, if any, upon the
property of either of the Constituent Corporations shall be preserved unimpaired
by the merger, and all debts, liabilities, obligations and duties of either of
the Constituent Corporations shall become the responsibility and liability of
the Surviving Corporation, and may be enforced against it
to the same extent as if such debts, liabilities, obligations and duties had
been incurred or contracted by it.

          (d)     All corporate acts, plans, policies, arrangements, approvals
and authorizations of Centiv-Georgia, its shareholders, Board of Directors,
officers and agents, which were valid and effective immediately prior to the
Effective Time, shall be taken for all purposes as the acts, plans, policies,
arrangements, approvals and authorizations of the Surviving Corporation and
shall be effective and binding thereon as the same were with respect to
Centiv-Georgia.

3.     CERTIFICATE OF INCORPORATION

     The Certificate of Incorporation including the Certificate of Designations,
Preferences and Rights of Centiv-Delaware shall constitute the Certificate of
Incorporation of the Surviving Corporation, subject always to the right of the
Surviving Corporation to amend its Certificate of Incorporation or Certificate
of Designations, Preferences and Rights in accordance with the laws of the State
of Delaware and the provisions of the Certificate of Incorporation or the
Certificate of Designations, Preferences and Rights and the Bylaws of the
Surviving Corporation.

4.     BYLAWS

     The Bylaws of Centiv-Delaware in effect at the Effective Time shall
constitute the Bylaws of the Surviving Corporation until altered, amended or
repealed in accordance with the provisions of the laws of the State of Delaware
and the Certificate of Incorporation and Bylaws of the Surviving Corporation.

<PAGE>
5. DIRECTORS AND OFFICERS

     The directors of the Surviving Corporation shall be comprised of: Steven J.
Carnavale (Class I), Kim Feil (Class I), Thomas M. Mason (Class II), Frank
Dalton (Class II), Albert Sisto (Class III) and William M. Rychel (Class III)
each to hold office for his or her elected or appointed term and until his or
her successor shall have been elected and shall have qualified
or until his earlier resignation or removal as provided for in the Certificate
of Incorporation and Bylaws of the Surviving Corporation. The officers of
Centiv-Georgia in office at the Effective Time shall continue in office as the
officers of the Surviving Corporation, each to hold office for his or her
elected or appointed term and until his or her successor shall have been elected
and shall have qualified or until his earlier resignation or removal as provided
for in the Certificate of
Incorporation and Bylaws of the Surviving Corporation.

6. CONVERSION OF SHARES

     The manner and basis of converting the shares of Centiv-Georgia into shares
of the Surviving Corporation, and the cancellation and retirement of shares of
Centiv-Delaware shall be as follows:

     6.1     The 1,000 shares of Common Stock, par value $.001 per share, of
Centiv-Delaware (all of which are owned of record and beneficially by
Centiv-Georgia) shall be cancelled.

     6.2     Each share of Class A Common Stock, par value $.001 per share, of
Centiv-Georgia issued and outstanding or held in its treasury at the Effective
Time shall forthwith and without the surrender of stock certificates or any
other action, be converted into one fully paid and nonassessable share of Common
Stock, par value $.001 per share, of the Surviving Corporation. Outstanding
certificates representing shares of Centiv-Georgia Class A Common Stock shall
thereafter represent the same number of shares of Common Stock of the Surviving
Corporation.

     6.3     After the Effective Time, each holder of a certificate representing
shares of outstanding Centiv-Georgia Class A Common Stock may, but shall not be
required to, surrender the same to American Stock Transfer and Trust Company, or
its successor, as transfer agent for the Centiv-Georgia Class A Common Stock and
the Common Stock of the Surviving Corporation, and upon such surrender such
holder shall be entitled to receive a certificate or certificates issued by the
Surviving Corporation for the number of shares of Common Stock represented by
the surrendered certificate. The Surviving Corporation shall be entitled to rely
upon the stock records of Centiv-Georgia as to the ownership of shares of its
Class A Common Stock at the Effective Time. If any stockholder of the Surviving
Corporation cannot produce the certificate or certificates theretofore
evidencing the ownership of shares of Centiv-Georgia, he shall be required to
proceed in regard thereto as he would have had to do were he under like
circumstances applying for the issuance of a new certificate of Centiv-Delaware.

<PAGE>
     6.4     Each share of Series A Convertible Preferred Stock, par value $.001
per share, of Centiv-Georgia issued and outstanding or held in its treasury at
the Effective Time shall forthwith and without the surrender of stock
certificates or any other action, be converted into one fully paid and
nonassessable share of Series A Convertible Preferred Stock, par value $.001 per
share, of the Surviving Corporation. Outstanding certificates representing
shares of Centiv-Georgia Series A Convertible Preferred Stock shall thereafter
represent the same number of shares of Series A Convertible Preferred Stock of
the Surviving Corporation.

     6.5 After the Effective Time, each holder of a certificate representing
shares of outstanding Centiv-Georgia Series A Convertible Preferred Stock may,
but shall not be required to, surrender the same to the Surviving Corporation,
or, if the Surviving Corporation so designates, to American Stock Transfer and
Trust Company, or its successor, as transfer agent for the Centiv-Georgia Class
A Common Stock and the Common Stock of the Surviving Corporation, and upon such
surrender such holder shall be entitled to receive a certificate or certificates
issued by the Surviving Corporation for the number of shares of Series A
Convertible Preferred Stock represented by the surrendered certificate. The
Surviving Corporation shall be entitled to rely upon the stock records of
Centiv-Georgia as to the ownership of shares of its Series A Convertible
Preferred Stock at the Effective Time. If any stockholder of the Surviving
Corporation cannot produce the certificate or certificates theretofore
evidencing the ownership of shares of Centiv-Georgia, he shall be required to
proceed in regard thereto as he would have had to do were he under like
circumstances applying for the issuance of a new certificate of Centiv-Delaware.

     6.6     To the extent an outstanding warrant provides for the issuance or
purchase of, or otherwise relates to, Centiv-Georgia Class A Common Stock or
Series A Convertible Preferred Stock after the Effective Time, such warrant
shall be assumed by the Surviving Corporation and deemed to provide for the
issuance or purchase of, or otherwise relate to, Common Stock or Series A
Convertible Preferred Stock, as applicable, of the Surviving Corporation.
References in any warrant to Centiv-Georgia shall be deemed to refer to the
Surviving Corporation. As of the Effective Time, the Surviving Corporation shall
reserve shares of its authorized and unissued Common Stock and Series A
Convertible Preferred Stock that may be issued for purposes of the warrants in
numbers equal to the number of shares of Centiv-Georgia Class A Common Stock and
Series A Convertible Preferred Stock that were reserved by Centiv-Georgia for
purposes of the warrants immediately prior to the Effective Time.

     6.7     Centiv-Georgia shall not make any transfers on its stock books
after the Effective Time.

7.     EMPLOYEE BENEFIT PLANS

     At the Effective Time, each employee stock option, stock appreciation
right, incentive, savings and investment, profit sharing and pension plan to
which Centiv-Georgia is then a party (the "Plans") shall be assumed by, and
continue to be the Plans of, the Surviving Corporation. To the extent any Plan

<PAGE>
provides for the issuance or purchase of, or otherwise relates to,
Centiv-Georgia Class A Common Stock after the Effective Time, such Plan shall be
deemed to provide for the issuance or purchase of, or otherwise relate to,
Common Stock of the Surviving Corporation. References in any Plan to
Centiv-Georgia shall be deemed to refer to the Surviving Corporation. As of the
Effective Time, the Surviving Corporation shall reserve shares of its authorized
and unissued Common Stock that may be issued for purposes of the Plans in
numbers equal to the number of shares of Centiv-Georgia Class A Common Stock
that were reserved by Centiv-Georgia for purposes of the Plans immediately prior
to the Effective Time.

8.     EXPENSES OF MERGER

     The Surviving Corporation shall pay all unpaid expenses of carrying this
Agreement into effect and accomplishing the merger provided for herein.

9.     FURTHER ASSURANCES

     If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest in
the Surviving Corporation the title to any property or rights Centiv-Georgia,
the proper officers and directors of Centiv-Georgia shall, and will, execute and
make all such proper assignments and assurances in law and otherwise to carry
out the purposes of this Agreement, and the proper officers and directors of the
Surviving Corporation are fully authorized in the name of Centiv-Georgia, or
otherwise, to take any and all such actions.

10.     APPROVAL BY SHAREHOLDERS; AMENDMENT; TERMINATION

     10.1  This  Agreement shall be submitted to the shareholders of each of the
Constituent  Corporations,  as  provided by law, and it shall take effect and be
deemed  to  be  taken  to be the Agreement and Plan of Merger of the Constituent
Corporations  upon  the approval or adoption thereof by the shareholders of each
of the Constituent Corporations, in accordance with the requirements of the laws
of  the  State  of  Georgia  and  the State of Delaware, and upon the execution,
filing  and  recording  of  such  documents and the doing of such other acts and
things as shall be required for accomplishing the merger under the provisions of
the  applicable  statutes  of  the  State  of Georgia and the State of Delaware.


     10.2 This Agreement may be amended prior to the Effective Time by action of
the respective Boards of Directors of the Constituent Corporations without
action by the shareholders of either Constituent Corporation, except that the
holders of a majority of the Centiv-Georgia Class A Common Stock must approve
any amendment (i) to Sections 6.1 or 6.2 of this Agreement, (ii) changing the
terms, rights, powers or preferences of Centiv-Delaware Common Stock or (iii)
altering any terms of this Agreement, if such alteration would affect the
holders of the Class A Common Stock of Centiv-Georgia, and the holders of a
majority of the Centiv-Georgia Series A Convertible Preferred Stock must approve
any amendment (i) to Section 6.4 of this Agreement, (ii) changing the terms,

<PAGE>
rights, powers or preferences of Centiv-Delaware Series A Convertible Preferred
Stock or (iii) altering any terms of this Agreement, if such alteration would
affect the holders of the Series A Convertible Preferred Stock of Centiv-
Georgia.

     10.3     At any time prior to the Effective Time, this Agreement may be
terminated and abandoned by Centiv-Georgia by appropriate resolution of its
Board of Directors, notwithstanding the approval of this Agreement by the
shareholders thereof.  In the event of termination and abandonment, this
Agreement shall become void and have no effect, without any liability on the
part of either of the Constituent Corporations, or its
shareholders, directors or officers in respect thereof.

11.     CERTAIN AGREEMENTS OF CENTIV-DELAWARE

     11.1      Centiv-Delaware, as the Surviving Corporation, hereby agrees that
it may be served with process in the State of Georgia in any proceeding for the
enforcement of any obligation of Centiv-Georgia or of the rights of a dissenting
shareholder of Centiv-Georgia.

     11.2     Centiv-Delaware, as the Surviving Corporation, hereby irrevocably
appoints the Secretary of the State of Georgia as its agent to accept service of
process in any proceeding described in Section 11.1.

     11.3     Centiv-Delaware, as the Surviving Corporation, hereby agrees that
it will promptly pay to dissenting shareholders, if any, of Centiv-Georgia the
amount, if any, to which they shall be entitled pursuant to the laws of the
State of Georgia.

12. MISCELLANEOUS

     12.1 This Agreement may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

     12.2 The Board of Directors and the proper officers of Centiv-Georgia and
Centiv-Delaware are hereby authorized, empowered and directed to do any and all
acts and things, and to make, execute, deliver, file and record any and all
instruments, papers and documents that shall be or become necessary, proper or
convenient to carry out or put into effect any
of the provisions of this Agreement or of the merger.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>
     IN WITNESS WHEREOF, each of the Constituent Corporations, has caused this
Agreement to be executed on its behalf by its officers thereunto duly
authorized, all as of the day and year first above written.

                                   CENTIV, INC., A GEORGIA
                                   CORPORATION

                                   /s/ William M. Rychel
                                   ------------------------
                                   By:  William M. Rychel
                                   Its: President

                                   CENTIV, INC., A DELAWARE
                                   CORPORATION

                                   /s/ William M. Rychel
                                   ------------------------
                                   By:  William M. Rychel
                                   Its: President


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                       OF
                                  CENTIV, INC.

     FIRST:     The name of the corporation is Centiv, Inc.

     SECOND:     The address of the Corporation's registered office in the State
of Delaware is 2711 Centerville Road, St. 400, Wilmington, Delaware 19808. The
name of the Corporation's registered agent at such address is Corporation
Service
Company.

     THIRD:     The nature of the business and the objects and purposes to be
conducted or promoted by the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

     FOURTH:

     1. AUTHORIZED SHARES. The total number of shares of stock of all classes
which the Corporation shall have authority to issue is forty million
(40,000,000), of which five million (5,000,000) shall be shares of Preferred
Stock with a par value of $0.001 per share ("Preferred Stock"), and thirty-five
million (35,000,000) shall be shares of Common Stock with a par value
of $0.001 per share ("Common Stock").

     2. PREFERRED STOCK.

     (a) The Preferred Stock shall be issuable in series, and in connection with
the issuance of any series of Preferred Stock and to the extent now or hereafter
permitted by the laws of the State of Delaware, the Board of Directors is
authorized to fix by resolution the designation of each series, the stated value
of the shares of each series, the dividend rate or rates of each series (which
rate or rates may be expressed in terms of a formula or other method by which
such rate or rates shall be calculated from time to time) and the date or dates
and other provisions respecting the payment of dividends, the provisions, if
any, for a sinking fund for the shares of each series, the preferences of the
shares of each series in the event of the liquidation or dissolution of the
Corporation, the provisions, if any, respecting the redemption of the shares of
each series and, subject to requirements of the laws of the State of Delaware,
the voting rights (except that such shares shall not have more than one vote per
share), the terms, if any, upon which the shares of each series shall be
convertible into or exchangeable for any other shares of stock of the
Corporation and any other relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, of the shares
of each series.

     (b) Preferred Stock of any series redeemed, converted, exchanged,
purchased, or otherwise acquired by the Corporation shall constitute authorized
but unissued Preferred Stock.

     (c) All shares of any series of Preferred Stock, as between themselves,
shall rank equally and be identical (except that such shares may have different
dividend provisions); and all series of Preferred Stock, as between themselves,

<PAGE>
shall rank equally and be identical except as set forth in resolutions of the
Board of Directors authorizing the issuance of such
series.

     3. COMMON STOCK.

     (a) After dividends to which the holders of Preferred Stock may then be
entitled under the resolutions creating any series thereof have been declared
and after the Corporation shall have set apart the amounts required pursuant to
such resolutions for the purchase or redemption of any series of Preferred
Stock, the holders of Common Stock shall be entitled to have dividends declared
in cash, property, or other securities of the Corporation out of any net profits
or net assets of the Corporation legally available therefor, if, as and when
such dividends are declared by the Corporation's Board of Directors.

     (b) In the event of the liquidation or dissolution of the Corporation's
business and after the holders of Preferred Stock shall have received amounts to
which they are entitled under the resolutions creating such series, the holders
of Common Stock shall be entitled to receive ratably the balance of the
Corporation's net assets available for distribution.

     (c) Each share of Common Stock shall be entitled to one vote upon all
matters upon which stockholders have the right to vote, but shall not be
entitled to vote for the election of any directors who may be elected by vote of
the Preferred Stock voting as a class if so provided in the resolution creating
such Preferred Stock pursuant to Section 2(a) of this Article FOURTH.

     4. PREEMPTIVE RIGHTS. No holder of any shares of the Corporation shall have
any preemptive right to subscribe for or to acquire any additional shares of the
Corporation of the same or of any other class whether now or hereafter
authorized or any options or warrants giving the right to purchase any such
shares, or any bonds, notes, debentures or other obligations
convertible into any such shares.

     FIFTH:     The Corporation is to have perpetual existence.

     SIXTH:     The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     SEVENTH:     Except as may otherwise be fixed by resolution of the Board of
Directors pursuant to the provisions of Article FOURTH hereof relating to the
rights of the holders of Preferred Stock to elect directors as a class, the
number of directors of the Corporation shall be fixed from time to time by or
pursuant to the Bylaws of the Corporation. The directors,
other than those who may be elected by the holders of Preferred Stock, shall be
classified, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible. The first class shall be
initially elected for a term expiring at the next ensuing annual meeting, the
second class shall be initially elected for a term expiring one year
thereafter, and the third class shall be elected for a term expiring two years
thereafter, with each member of each class to hold office until his successor is
elected and qualified. At each annual meeting of the stockholders of the
Corporation held after the initial classification and election of directors, the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election.  Advance notice of


<PAGE>
stockholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the Corporation. Except as may otherwise be
fixed by resolution of the Board of Directors pursuant to the provisions of
Article FOURTH hereof relating to the rights of the holders of Preferred Stock
to elect directors as a class, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or any other cause
shall be filled by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the new
directorship was created (subject to the requirements of this Article SEVENTH
that all classes be as nearly equal in number as possible) or in which the
vacancy occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of an incumbent director.

     Subject to any rights of the holders of Preferred Stock to elect directors
as a class, a director may be removed only for cause and only by the affirmative
vote of the holders of 80% of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

     1. To adopt, amend and repeal the Bylaws of the Corporation. Any Bylaws
adopted by the directors under the powers conferred hereby may be amended or
repealed by the directors or by the stockholders. Notwithstanding the foregoing
or any other provision in this Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, Article II, Sections 3 and 7 and Article III,
Sections 1, 2 and 3 of the Bylaws shall not be amended or repealed and no
provision inconsistent therewith shall be adopted without the affirmative vote
of the holders of at least 80% of the voting power of all the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

     2. To fix and determine, and to vary the amount of, the working capital of
the Corporation, and to determine the use or investment of any assets of the
Corporation, to set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish any
such reserve or reserves.

     3. To authorize the purchase or other acquisition of shares of stock of the
Corporation or any of its bonds, debentures, notes, scrip, warrants or other
securities or evidence of indebtedness.

     4. Except as otherwise provided by law, to determine the places within or
without the State of Delaware, where any or all of the books of the Corporation
shall be kept.

     5. To authorize the sale, lease or other disposition of any part or parts
of the properties of the Corporation and to cease to conduct the business
connected therewith or again to resume the same, as it may deem best.

     6. To authorize the borrowing of money, the issuance of bonds, debentures
and other obligations or evidences of indebtedness of the Corporation, secured
or unsecured, and the inclusion of provisions as to redeemability and
convertibility into shares of stock of the Corporation or otherwise; and the
mortgaging or pledging, as security for money borrowed or bonds, notes,
debentures or other obligations issued by the Corporation, of any property of
the Corporation, real or personal, then owned or thereafter acquired by the
Corporation.

<PAGE>
     7. To authorize the negotiation and execution on behalf of the Corporation
of agreements with officers and other employees of the corporation relating to
the payment of severance compensation to such officers or employees.

     In addition to the powers and authorities herein or by statute expressly
conferred upon it, the Board of Directors may exercise all such powers and do
all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State of Delaware,
of this Certificate of Incorporation and of the Bylaws of  the Corporation.
Subject to any limitation in the Bylaws, the members of the Board of Directors
shall be entitled to reasonable fees, salaries, or other compensation for their
services, as determined from time to time by the Board of Directors, and to
reimbursement for their expenses as such members. Nothing herein contained shall
preclude any director from serving the Corporation or its subsidiaries or
affiliates in any other capacity and receiving compensation therefor.

     Notwithstanding anything contained in this Certificate of Incorporation to
the contrary, the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal this Article
SEVENTH.

     EIGHTH:     Both stockholders and directors shall have power, if the Bylaws
so provide, to hold their meetings and to have one or more offices within or
without the State of Delaware.  Except as may otherwise be fixed by resolution
of the Board of Directors pursuant to the provisions of Article FOURTH hereof
relating to the rights of the holders of Preferred Stock, any action required or
permitted to be taken by the stockholders of the Corporation may be effected at
a duly called annual or special meeting of such holders and may not be effected
by any consent in writing by such holders. Except as otherwise required by law
and subject to the rights of the holders of Preferred Stock, special meetings of
stockholders may be called only by the Chairman, if any, on his own initiative,
the President on his own initiative or by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80% of the voting
power of all shares of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend, adopt any provision inconsistent with or repeal
this Article EIGHTH.

     NINTH:     Except as otherwise provided in this Certificate of
Incorporation, the Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     TENTH:

          (a) A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing

<PAGE>
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware, or any other applicable law, is amended to authorize corporation
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, or any other applicable law, as so amended. Any repeal or modification
of this Section (a) by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.

          (b) (1) Each person who has or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she or a person of whom he or she is the legal
representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer or employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is an alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, or any other applicable law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment), against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in paragraph (2) of this Section (b) with respect to proceedings
seeking to enforce rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section (b) shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of Delaware, or any
other applicable law, requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall be made
only upon delivery to the Corporation of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section (b) or otherwise.

          (2) If a claim under paragraph (1) of this Section (b) is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also

<PAGE>
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standard of conduct that makes it permissible under the
General Corporation Law of the State of Delaware, or any other applicable law,
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, stockholders or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of the State of Delaware, or any other
applicable law, nor an actual determination by the Corporation (including its
Board of Directors, stockholders or independent legal counsel) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

     (3) The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section (b) shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of this Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

     (4) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware, or any other
applicable law.

     (5) The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification, and rights to be paid by
the Corporation the expenses incurred in defending any proceeding in advance of
its final disposition, to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section (b) with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

     (6) Any repeal or modification of this Section (b) by the stockholders of
the Corporation shall not adversely affect any right or protection of a
director, officer, employee or agent of the Corporation existing at the time of
such repeal or modification.

     ELEVENTH:     In determining whether an "Acquisition Proposal" is in the
best interests of the Corporation and its stockholders, the Board of Directors
shall consider all factors it deems relevant including, without limitation, the
following:

     (a) The consideration being offered in the Acquisition Proposal, not only
in relation to the then current market price, but also in relation to the then
current value of the Corporation in a freely negotiated transaction and in
relation to the Board of Directors' estimate of the future value of the
Corporation as an independent entity; and

     (b) Such other factors the Board of Directors determines to be relevant,
including among others the social, legal and economic effects upon employees,
suppliers, customers and the communities in which the Corporation is located, as
well as on the long term business prospects of the Corporation.

<PAGE>

     "Acquisition Proposal" means any proposal of any person (i) for a tender
offer, exchange offer or any other method of acquiring any equity securities of
the Corporation with a view to acquiring control of the Corporation, (ii) to
merge or consolidate the Corporation with another corporation, or (iii) to
purchase or otherwise acquire all or substantially all of the properties and
assets of the Corporation.

     This Article ELEVENTH shall not be interpreted to create any rights on
behalf of third persons, such as employees,
suppliers, or customers.

     TWELFTH:     The Corporation has elected to be governed by Section 203 of
the General Corporation Law of Delaware.

     THIRTEENTH: The name and mailing address of the incorporator is as follows:

                    NAME                      MAILING ADDRESS
               Deborah M. Connor          Gardner, Carton & Douglas
                                          321 N. Clark Street, Suite 3400
                                          Chicago, Illinois 60610

     THE UNDERSIGNED, being the sole incorporator hereinafter named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is her act and deed and the facts herein stated are true, and
accordingly has set her hand this 11th day of April 2002.

                                        /s/ DEBORAH M. CONNOR
                                        ---------------------
                                        Deborah M. Connor, Incorporator

<PAGE>
             CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

                      SERIES A CONVERTIBLE PREFERRED STOCK
                         ($0.001 PAR VALUE PER SHARE) OF

                                  CENTIV, INC.

        (PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW)

     I, William M. Rychel, President of CENTIV, INC. (the "Corporation"), a
corporation organized and existing under and by virtue of the provisions of the
Delaware General Corporation Law, do hereby certify that:

     A. The Certificate of Incorporation (the "Certificate of Incorporation") of
the Corporation authorizes the issuance of up to 5,000,000 shares of preferred
stock, $0.001 par value per share ("Preferred Stock"), in one or more series,
and further authorizes the Board of Directors to provide by resolution for the
issuance of shares of Preferred Stock in one or more series not exceeding the
aggregate number of shares of Preferred Stock authorized by the Certificate of
Incorporation and to determine with respect to each such series, the voting
powers, full or limited, if any, and the designations, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions appertaining thereto.

     B. A resolution providing for and in connection with the issuance of the
Preferred Stock was duly adopted by the Board of Directors on April , 2002
pursuant to authority expressly conferred on the Board of Directors by the
provisions of the Certificate of Incorporation as aforesaid, which resolution
provides as follows:

     RESOLVED: that the Board of Directors, pursuant to authority expressly
vested in it by Section B of the ARTICLE FOURTH of the Certificate of
Incorporation (the "Certificate of Incorporation") of Centiv, Inc. (the
"Corporation"), hereby authorizes the issuance of a series of convertible
preferred stock of the Corporation and hereby establishes the voting powers,
designations, preferences and relative, participating, optional and other
rights, and the qualifications, limitations and restrictions appertaining
thereto in addition to those set forth in such Certificate of Incorporation (or
otherwise provided by law) as follows (the following, referred to hereinafter as
"this resolution" or "this Certificate of Designations", is to be filed as part
of a Certificate of Designations under Section 151 of the Delaware General
Corporation Law):

(1) Number and Designation. One million (1,000,000) shares of the Preferred
Stock of the Corporation shall be designated as Series A Convertible Preferred
Stock (the "Series A Preferred Stock").

(2) Liquidation.

     (a) In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, the holders of shares of Series
A Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Corporation available for distribution to its shareholders an
amount in cash equal to $10.00 (as adjusted for any stock dividends,
combinations or splits with respect to such shares after the filing date hereof)
for each share outstanding, plus an amount in cash equal to all accrued but
unpaid dividends thereon to the date fixed for liquidation, dissolution or
winding up (the "Series A Liquidation Amount") before any payment shall be made

<PAGE>
or any assets distributed to the holders of Corporation's Class A common stock,
$.001 par value ("Common Stock"). If the assets of the Corporation, or the
proceeds thereof, are not sufficient to pay in full the liquidation payments
payable to the holders of outstanding shares of the Series A Preferred Stock,
then the holders of all such shares shall share ratably in such distribution of
assets, or the proceeds thereof, in accordance with the amount which would have
been payable on such distribution if the amounts to which the holders of
outstanding shares of Series A Preferred Stock are entitled were paid in full.

     (b) For the purposes of this paragraph (2), the sale, conveyance, exchange
or transfer (for cash, shares of stock, securities or other consideration) of
all or substantially all the property or assets of the Corporation or the
consolidation or merger of the Corporation with or into one or more other
corporations pursuant to which the shareholders of the Corporation immediately
prior to such consolidation or merger own less than 50% of the voting securities
of the surviving corporation immediately following such consolidation or merger
shall be deemed to be a liquidation, dissolution or winding up of the
Corporation, voluntary or involuntary.

(3) Dividends.

     (a) From and after April 1, 2003, the holders of the then outstanding
Series A Preferred Stock shall be entitled to receive, when and as declared by
the Board of Directors, and out of any funds legally available therefor,
cumulative dividends at the annual rate of $0.80 per share (as adjusted for any
stock dividends, combinations or splits with respect to such shares after the
filing date hereof). Dividends on the Series A Preferred Stock shall accumulate
and accrue quarterly, beginning on April 1, 2003 and on the first day of each
calendar quarter occurring thereafter, whether or not earned or declared.
Dividends accruing on each share of Series A Preferred Stock shall be added to
the Series A Liquidation Amount as they accrue and will remain a part thereof
until such dividends are paid as provided herein.

     (b) The holders of shares of Series A Preferred Stock shall be entitled to
receive on an as-converted basis, when, as and if declared by the Board of
Directors, out of funds legally available for the payment of dividends, to the
extent as, on the same basis as, at the same rate as, and contemporaneously
with, cash dividends when, as and if declared by the Board of Directors with
respect to shares of any Common Stock; provided, however, that no such dividends
shall be paid unless and until such time as all Series A Dividends have been
paid in cash to the holders of Series A Preferred Stock as provided in paragraph
3(a).

     (c) So long as any shares of Series A Preferred Stock are outstanding, no
shares of Common Stock shall be purchased, redeemed or acquired by the
Corporation or any subsidiary thereof and no monies shall be paid into or set
aside or made available for a sinking fund for the purchase, redemption or
acquisition thereof; provided, however, that this restriction shall not apply to
the purchase of shares of Common Stock from directors or employees of or
consultants or advisers to the Corporation or any subsidiary pursuant to
agreements under which the Corporation has the option to repurchase such shares
at cost upon the occurrence of certain events, including, without limitation,
the termination of employment by or service to the Corporation or any
subsidiary.

(4) Conversion.

     (a) Each share of Series A Preferred Stock shall be convertible into shares
of Common Stock in accordance with the provisions of this Section 4. Conversion
shall occur: (i) at the option of the holder at any time after the date of

<PAGE>
issuance of such share at the office of the Corporation or any transfer agent
for such stock, or (ii) automatically in the circumstances described in
paragraph 4(b). In the event of such a conversion, the applicable shares of
Series A Preferred Stock shall convert into such number of fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100th
of a share) of Common Stock as is determined by dividing the Series A
Liquidation Amount by the Conversion Price (as defined below) on the date the
certificate is surrendered for conversion in the event of a conversion
under clause (i) above or on the date of automatic conversion in the event of a
conversion under clause (ii) above. The price at which shares of Common Stock
shall be deliverable upon conversion of shares of Series A Preferred Stock
(the "Conversion Price") shall initially be $1.00 per share of Common Stock.

     Accordingly, each one (1) share of Series A Preferred Stock shall initially
be convertible into ten (10) shares of Common Stock. The initial Conversion
Price shall be adjusted as hereinafter provided.

     (b) Notwithstanding anything to the contrary herein, each outstanding share
of Series A Preferred stock shall automatically convert upon the occurrence of
either: (i) a Conversion Milestone (defined below), or (ii) written consent of
holders of 66 2/3 % of the outstanding shares of Series A Preferred Stock to
convert the outstanding shares of Series A Preferred Stock into Common Stock;
provided, however, that an automatic conversion shall only occur if a
registration statement under the Securities Act of 1933, as amended, covering
the resale of the shares of Common Stock issuable upon conversion of the Series
A Preferred Stock is then effective with the Securities and Exchange Commission.
"Conversion Milestone" shall mean either (a) the Corporation's revenues for the
Centiv Business (defined below) exceed $5 million for any two consecutive
quarters in accordance with generally accepted accounting principles
consistently applied, as such principles are applied by the Corporation on March
28, 2002 ("GAAP"), or (b) the Corporation's revenues for the Centiv Business
exceed $20 million for the 12-month period ending March 31, 2003 in accordance
with GAAP. The "Centiv Business" is the Corporation's division which offers
digital merchandising services utilizing both Internet-based services and
turnkey systems to retail and manufacturing customers who wish to produce
high-resolution, full color posters, banners and other custom point-of-purchase
signage.

     (c) Before any holder of Series A Preferred Stock shall be entitled to
receive a certificate or certificates for shares of Common Stock upon
conversion, such holder shall surrender the certificate or certificates for the
holder's shares of Series A Preferred Stock, duly endorsed, at the office of the
Corporation or of any transfer agent for such stock, and, unless such conversion
is automatic pursuant to clause (b) above, shall give written notice to the
Corporation at such office that such holder elects to convert the same and shall
state therein the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued. The Corporation shall, as
soon as practicable thereafter, issue and deliver at such office to such holder
of Series A Preferred Stock, a certificate or certificates for the number of
shares of Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made (i) in the case such conversion is
automatic pursuant to clause (b) above, upon the date that the Corporation
provides a notice to the holders of Series A Preferred Stock certifying that the
conditions for automatic conversion have been satisfied (which must, in the case
of a conversion as a result of the achievement of a Conversion Milestone,
include a certificate signed by the Corporation's independent auditors
certifying the achievement of such Conversion Milestone), and (ii) in all other
cases, immediately prior to the close of business on the date of surrender of
the shares of Series A Preferred Stock to be converted (in either case, the
<PAGE>
"Conversion Date"), and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or record holders of such shares of Common Stock on such date.

     (d) All shares of Series A Preferred Stock which have been converted as
herein provided shall no longer be deemed to be outstanding and all rights with
respect to such shares, including the rights, if any, to receive notices and to
vote, shall forthwith cease and terminate, except only the right of the holders
thereof, subject to the provisions of clause (c) of this paragraph (4), to
receive shares of Common Stock in exchange therefor.

     (e) (i) For the purposes of this clause (e), the following definitions
shall apply:

          (A) "Options" shall mean rights, options or warrants to subscribe for,
     purchase or otherwise acquire either Additional Shares of Common Stock or
     Convertible Securities (as defined below);

          (B) "Original Issue Date" shall mean the date on which a share of
     Series A Preferred Stock was first issued;

          (C) "Convertible Securities" shall mean any evidences of indebtedness,
     shares (other than Common Stock) or other securities convertible into or
     exchangeable for Additional Shares of Common Stock; and

          (D) "Additional Shares of Common Stock" shall mean all shares of
     Common Stock issued (or, pursuant to clause (e)(iii) hereof, deemed to be
     issued) by the Corporation after the Original Issue Date, other than shares
     of Common Stock issued or issuable:

               (I) upon conversion of shares of Series A Preferred Stock;

               (II) to officers, directors or employees of, or consultants to,
          the Corporation pursuant to stock option or stock purchase plans or
          agreements on terms approved by the Board of Directors of the
          Corporation;

               (III) as a dividend or distribution on shares of the Series A
          Preferred Stock;

               (IV) for which adjustment of the Conversion Price is made
          pursuant to clause (j) or (k) of this paragraph (4);

               (V) in connection with collaborations, joint ventures or other
          forms of association, provided that the principal purpose of such
          relationship is not financing the Corporation's business; or

               (VI) in connection with obtaining bank or lease financing.

     (ii) Any provision herein to the contrary notwithstanding, no adjustment in
the Conversion Price shall be made in respect of the issuance of Additional
Shares of Common Stock unless the consideration per share (determined pursuant
to subclause (e)(v) hereof) for an Additional Share of Common Stock issued or
deemed to be issued by the Corporation is less than the Conversion Price in
effect on the date of, and immediately prior to, such issue.

<PAGE>
     (iii) In the event the Corporation at any time or from time to time after
the Original Issue Date shall issue any Options or Convertible Securities or
shall fix a record date for the determination of holders of any class of
securities then entitled to receive any such Options or Convertible Securities,
then the maximum number of shares (as set forth in the instrument relating
thereto without regard to any provisions contained therein designed to protect
against dilution) of Common Stock issuable upon the exercise of such Options or,
in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Shares
of Common Stock issued as of the time of such issue or, in case such a record
date shall have been fixed, as of the close of business on such record date;
provided, that in any such case in which Additional Shares of Common Stock are
deemed to be issued:

     (1) no further adjustments in the Conversion Price shall be made upon the
subsequent issue of Convertible Securities or shares of Common Stock upon the
exercise of such Options or conversion or exchange of such Convertible
Securities;

     (2) if such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Corporation, or decrease or increase in the number
of shares of Common Stock issuable, upon the exercise, conversion or exchange
thereof, the Conversion Price computed upon the original issue thereof (or upon
the occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon any such increase or decrease becoming
effective, be recomputed to reflect such increase or decrease insofar as it
affects such Options or the rights of conversion or exchange under such
Convertible Securities (provided, however, that no such adjustment of the
Conversion Price shall affect Common Stock previously issued upon conversion of
the Series A Preferred Stock);

     (3) upon the expiration of any such Options or any rights of conversion or
exchange under such Convertible Securities which shall not have been exercised,
the Conversion Price computed upon the original issue thereof (or upon the
occurrence of a record date with respect thereto), and any subsequent
adjustments based thereon, shall, upon such expiration, be recomputed as if:

               (A) in the case of Convertible Securities or Options for Common
          Stock the only Additional Shares of Common Stock issued were the
          shares of Common Stock, if any, actually issued upon the exercise of
          such Options or the conversion or exchange of such Convertible
          Securities and the consideration received therefor was the
          consideration actually received by the Corporation for the issue of
          all such Options, whether or not exercised, plus the consideration
          actually received by the Corporation upon such exercise, or for the
          issue of all such Convertible Securities which were actually converted
          or exchanged, plus the additional consideration, if any, actually
          received by the Corporation upon such conversion or exchange; and

               (B) in the case of Options for Convertible Securities only the
          Convertible Securities, if any, actually issued upon the exercise
          thereof were issued at the time of issue of such Options, and the
          consideration received by the Corporation for the Additional Shares of
          Common Stock deemed to have been then issued was the consideration
          actually received by the Corporation for the issue of all such

<PAGE>
          Options, whether or not exercised, plus the consideration deemed to
          have been received by the Corporation upon the issue of the
          Convertible Securities with respect to which such Options were
          actually exercised;

     (4) no readjustment pursuant to clause (2) or (3) above shall have the
effect of increasing the Conversion Price to an amount which exceeds the lower
of (a) the Conversion Price on the original adjustment date (before adjustment)
and (b) the Conversion Price that would have resulted from any issuance of
Additional Shares of Common Stock between the original adjustment date and such
readjustment date; (5) in the case of any Options which expire by their terms
not more than 30 days after the date of issue thereof, no adjustments of the
Conversion Price shall be made until the expiration or exercise of all such
Options, whereupon such adjustment shall be made in the same manner provided in
clause (3) above.

     (iv) In the event this Corporation, at any time after the Original Issue
Date, shall issue Additional Shares of Common Stock (including Additional Shares
of Common Stock deemed to be issued pursuant to subclause (e)(iii) hereof) for a
consideration per share less than the Conversion Price in effect on the date of
and immediately prior to such issue, then and in such event, the Conversion
Price shall be reduced, concurrently with such issue, to a price calculated in
accordance with one of the following two methods, whichever is applicable:

     (1) in the event the Corporation has received $3,500,000 or more from the
sale and issuance of Series A Preferred Stock prior to date of issuance of such
Additional Shares of Common Stock, the Conversion Price shall be reduced to the
price equal to the consideration per share at which such Additional Shares of
Common Stock are issued or Seemed to be issued, and the resulting Conversion
Price shall thereafter be subject to further adjustment from time to time
pursuant to this subclause (e)(iv).

     (2) in the event the Corporation has received less than $3,500,000 from the
sale and issuance of Series A Preferred Stock prior to date of issuance of such
Additional Shares of Common Stock, the Conversion Price shall be reduced to a
price (calculated to the nearest cent) determined by multiplying the Conversion
Price by a fraction, the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior to such issue plus the number of
shares of Common Stock which the aggregate consideration received by the
Corporation for the total number of Additional Shares of Common Stock so issued
would purchase at such Conversion Price in effect immediately prior to such
issuance, and the denominator of which shall be the number of shares of Common
Stock outstanding immediately prior to such issue plus the number of such
Additional Shares of Common Stock so issued. For the purpose of this
calculation, the number of shares of Common Stock outstanding immediately prior
to such issue shall be calculated as if (1) all outstanding shares of Preferred
Stock and all other outstanding evidences of indebtedness, shares or other
securities convertible into or exchangeable for Common Stock had been fully
converted into or exchanged for shares of Common Stock immediately prior to such
issuance, and (2) all outstanding rights, options or warrants to subscribe for,
purchase or otherwise acquire Common Stock (or to acquire evidences of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock) had been fully exercised (and had been fully converted and
exchanged if, upon such exercise, evidences of indebtedness, shares or other
securities convertible into or exchangeable for Common Stock would be issued)
immediately prior to such issuance, but not including in such calculation any
additional shares of Common Stock issuable (A) upon exercise of warrants issued
in connection with the Corporation's initial public offering, or (B) upon
conversion of shares of Preferred Stock issuable upon exercise of outstanding
warrants to purchase Preferred Stock, or (C) with respect to shares of Preferred

<PAGE>
Stock, other evidences of indebtedness, shares or other securities convertible
into or exchangeable for Common Stock or rights, options or warrants to
subscribe for, purchase or otherwise acquire Common Stock solely as a result of
the adjustment of the respective Conversion Prices (or other conversion ratios
or exercise prices) resulting from the issuance of Additional Shares of Common
Stock causing such adjustment, and the resulting Conversion Price shall
thereafter be subject to further adjustment from time to time pursuant to this
subclause (e)(iv).

     (v) For purposes of this clause (e), the consideration received by the
Corporation for the issue of any Additional Shares of Common Stock shall be
computed as follows:

          (1) If such consideration consists of cash and property, such
consideration shall:

               (A) insofar as it consists of cash, be computed at the aggregate
          amount of cash received by the Corporation excluding amounts paid or
          payable for accrued interest or accrued dividends;

               (B) insofar as it consists of property other than cash, be
          computed at the fair value thereof at the time of such issue, as
          determined in good faith by the Board of Directors; and

               (C) in the event Additional Shares of Common Stock are issued
          together with other shares or securities or other assets of the
          Corporation for consideration which covers both, be the proportion of
          such consideration so received, computed as provided in clauses (A)
          and (B) above, as determined in good faith by the Board of Directors.

     (2) If such consideration consists of Options and Convertible Securities,
the consideration per share received by the Corporation for Additional Shares of
Common Stock deemed to have been issued pursuant to subclause (e)(iii), relating
to Options and Convertible Securities, shall be determined by dividing:

               (A) the total amount, if any, received or receivable by the
          Corporation as consideration for the issue of such Options or
          Convertible Securities, plus the minimum aggregate amount of
          additional consideration (as set forth in the instruments relating
          thereto, without regard to any provision contained therein designed to
          protect against dilution) payable to the Corporation upon the exercise
          of such Options or the conversion or exchange of such Convertible
          Securities, or in the case of Options for Convertible Securities, the
          exercise of such Options for Convertible Securities and the conversion
          or exchange of such Convertible Securities, by

               (B) the maximum number of shares of Common Stock (as set forth in
          the instruments relating thereto, without regard to any provision
          contained therein designed to protect against the dilution) issuable
          upon the exercise of such Options or conversion or exchange of such
          Convertible Securities.

     (f) In case:
          (i) the Corporation shall declare a dividend (or any other
     distribution) on Common Stock payable otherwise than in cash out of its
     retained earnings; or

<PAGE>
          (ii) the Corporation shall authorize the granting to the holders of
     Common Stock of rights or warrants to subscribe for or purchase any shares
     of capital stock of any class or of any other rights; or

          (iii) of any reclassification of the Common Stock (other than a
     subdivision, split or combination of its outstanding shares of Common
     Stock), or of any consolidation or merger to which the Corporation is a
     party and for which approval of any shareholders of the Corporation is
     required, or of the sale or transfer of all or substantially all of the
     assets of the Corporation; or

          (iv) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Corporation (or any transaction deemed to be a
     liquidation, dissolution or winding up of the Corporation pursuant to
     paragraph 2(b)); then the Corporation shall cause to be mailed to each
     holder of shares of Series A Preferred Stock at its address as shown on the
     books of the Corporation, at least 30 days (or 20 days in any case
     specified in clause (i) or (ii) above) prior to the applicable record or
     effective date hereinafter specified, a notice stating (x) the date on
     which a record is to be taken for the purpose of such dividend,
     distribution, rights or warrants, or, if a record is not to be taken, the
     date as of which the holders of Common Stock of record to be entitled to
     such dividend, distribution, rights or warrants are to be determined, or
     (y) the date on which such reclassification, liquidation or winding up is
     expected to become effective, and the date as of which it is expected that
     holders of Common Stock of record shall be entitled to exchange their
     shares of Common Stock for securities, cash or other property deliverable
     upon such reclassification, consolidation, merger, sale, transfer,
     dissolution, liquidation or winding up.

     (g) For the purposes of this paragraph (4), the term "Common Stock" shall
mean (i) the class of stock designated as the Common Stock of the Corporation on
the date of this Certificate of Designations, and (ii) any other class of common
stock, including any class resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in par value
or from no par value to par value or from par value to no par value.

     (h) No fractional share of Common Stock, or scrip representing a fractional
share, shall be issuable upon the conversion of any Series A Preferred Stock. If
a certificate or certificates representing more than one share of Series A
Preferred Stock shall be surrendered for conversion at one time by the same
holder, the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate number of shares
represented by certificates so surrendered. If any fractional interest in a
share of Common Stock would be deliverable upon the conversion of any shares of
Series A Preferred Stock, the Corporation shall pay, in lieu thereof, in cash
the Conversion Price thereof as of the business day immediately preceding the
date of such conversion.

     (i) Such number of shares of Common Stock as may from time to time be
required for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Series A Preferred Stock.

     (j) If the Corporation shall at any time or from time to time effect a
subdivision or stock split of the outstanding Common Stock, the Conversion Price
of the Series A Preferred Stock then in effect immediately before that
subdivision or stock split shall be proportionately decreased. If the
Corporation shall at any time or from time to time combine the outstanding
shares of Common Stock, the Conversion Price of the Series A Preferred Stock
then in effect immediately before the combination shall be proportionately
increased. Any adjustment under this paragraph shall become effective at the
close of business on the date the subdivision, stock split or combination, as
the case may be, becomes effective.

<PAGE>
     (k) In the event the Corporation at any time or from time to time shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Conversion
Price of the Series A Preferred Stock then in effect shall be decreased as of
the time of such issuance or, in the event such a record date shall have been
fixed, as of the close of business on such record date, by multiplying the
Conversion Price of the Series A   Preferred Stock then in effect by a fraction:

          (1) the denominator of which shall be the sum of the total number of
     shares of Common Stock issued and outstanding immediately prior to the time
     of such issuance or the close of business on such record date, plus the
     number of shares of Common Stock issuable in payment of such dividend or
     distribution, and

          (2) the numerator of which shall be the total number of shares of
     Common Stock issued and outstanding immediately prior to the time of such
     issuance or the close of business on such record date;

provided, however, if such record date shall have been fixed and such dividend
is not fully paid or if such distribution is not fully made on the date fixed
therefor, the Conversion Price of Series A Preferred Stock shall be recomputed
accordingly as of the close of business on such record date and thereafter the
Conversion Price of Series A Preferred Stock shall be adjusted pursuant to this
paragraph as of the time of actual payment or issuance of such dividends or
distributions.

     (l) In the event the Corporation at any time or from time to time shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Corporation other than shares of Common Stock, then and in
each such event provision shall be made so that the holders of Series A
Preferred Stock shall receive upon conversion thereof in addition to the number
of shares of Common Stock receivable thereupon, the amount of such other
securities of the Corporation that they would have received had their Series A
Preferred Stock been converted into Common Stock on the date, or the record
date, of such event and had thereafter, during the period from the date of such
event to and including the Conversion Date, retained such securities receivable
by them as aforesaid during such period, all subject to further adjustment as
provided herein during such period.

     (m) If the Common Stock issuable upon the conversion of the Series A
Preferred Stock shall be changed into the same or a different number of shares
of any class or classes of stock, whether by capital reorganization,
reclassification, exchange, substitution or otherwise, then and in each such
event the holder of each such share of Series A Preferred Stock shall have the
right thereafter to convert such share into the kind and amount of shares of
stock and other securities and property receivable upon such reorganization,
reclassification, exchange, substitution or  other change, by holders of the
number of shares of Common Stock into which such shares of Series A Preferred
Stock might have been converted immediately prior to such reorganization,
reclassification, exchange, substitution or other change, all subject to further
adjustment as provided herein.

(5) Redemption.

     (a) The Corporation shall have the option to redeem all or any portion of
the outstanding shares of Series A Preferred Stock on March 27, 2006 (the
"Optional Redemption Date") at a price per share equal to the Series A
Liquidation Amount on the date of redemption ("Redemption Price"). If the

<PAGE>
Optional Redemption Date is a Saturday, Sunday or legal holiday, then such
redemption shall occur on the first business day thereafter.

     (b) Not less than 30 nor more than 60 days prior to the Optional Redemption
Date, the Corporation shall give written notice by first class mail, postage
prepaid, to each holder of record (at the close of business on the business day
next preceding the day on which notice is given) of the Series A Preferred
Stock, at the address of such holder last shown on the records of the
Corporation, notifying such holder whether or not the Corporation had elected to
effect a redemption of all or any portion of the outstanding shares of Series A
Preferred Stock and, if so, the aggregate number of shares to be redeemed, the
place at which payment may be obtained and calling upon such holder to surrender
to the Corporation in the manner and at the place designated, its certificate or
certificates representing the shares of Series A Preferred Stock to be redeemed
on such Optional Redemption Date (the "Redemption Notice"). On or after the
Optional Redemption Date, each holder of Series A Preferred Stock shall
surrender to the Corporation the certificate or certificates representing such
shares that are subject to redemption, in the manner and at the place designated
in the Redemption Notice, and thereupon the Redemption Price of such shares
shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be canceled. Any redemption of less than all of the shares of
Series A Preferred Stock outstanding shall be effected ratably among the holders
of such shares based upon the aggregate Redemption Price of such shares held by
each such holder.

     (c) From and after the Optional Redemption Date, unless there shall have
been a default in the timely payment of the Redemption Price, all rights of the
holders of shares of Series A Preferred Stock designated for redemption in the
Redemption Notice (except the right to receive the applicable Redemption Price,
upon surrender of their certificate or certificates) and redeemed on such
Optional Redemption Date shall cease with respect to such shares, and such
shares
shall not thereafter be transferred on the books of the Corporation or be deemed
to be utstanding for any purpose whatsoever. Shares of Series A Preferred Stock
not redeemed shall remain outstanding and entitled to all the rights and
preferences provided herein.

     (d) Any shares of Series A Preferred Stock that are redeemed or otherwise
acquired by the Corporation will be canceled and will not be reissued, sold or
transferred. If fewer than the total number of shares of Series A Preferred
Stock represented by any certificate are redeemed, a new certificate
representing the number of unredeemed shares of Series A Preferred Stock will be
issued to the holder thereof without cost to such holder within a reasonable
time after surrender of the certificate representing the redeemed shares.

     (e) Neither the Corporation nor any subsidiary thereof will redeem,
purchase or otherwise acquire any shares of Series A Preferred Stock except as
expressly authorized herein or pursuant to a purchase offer made pro-rata to all
holders of shares of Series A Preferred Stock on the basis of the aggregate
Series A Liquidation Amount of such shares of Series A Preferred Stock owned by
each such holder.

     (f) In the event the Corporation does not redeem all shares of Series A
Preferred Stock outstanding on the Optional Redemption Date (a "Redemption
By-Pass"), the holders of the Series A Preferred shall have the right to elect a
majority of the Board of Directors of the Corporation pursuant to paragraph
6(c).

(6) Voting.
<PAGE>
     (a) The holders of shares of Series A Preferred Stock shall be entitled to
vote with the holders of the Common Stock on all matters submitted to a vote of
shareholders of the Corporation, except as otherwise provided herein or in the
Delaware General Corporation Law. Each holder of shares of Series A Preferred
Stock shall be entitled to the number of votes equal to the largest number of
full shares of Common Stock into which all shares of Series A Preferred Stock
held of record by such holder could then be converted pursuant to paragraph 4 at
the record date for the determination of the shareholders entitled to vote on
such matters or, if no such record date is established, at the date such vote is
taken or any written consent of shareholders is first executed; provided,
however, that no holder of Series A Preferred Stock hall be entitled to any
additional votes as a result of any reduction to the Conversion Price pursuant
to paragraph 4(e)(iv) hereof. The holders of shares of Series A Preferred Stock
shall be entitled to notice of any shareholders' meeting in accordance with the
Bylaws of the Corporation. (b) So long as at least 25,000 shares of Series A
Preferred Stock remain outstanding (as adjusted or any stock dividends,
combinations or splits with respect to such shares after the filing date
hereof), the holders of Series A Preferred Stock voting as a class shall be
entitled to elect one director. The remaining directors shall be elected by the
holders of the Common Stock and Series A Preferred Stock voting together as a
single class, with the Series A Preferred Stock voting on an as-if converted to
Common Stock basis.

     (c) In the event of a Redemption By-Pass, the holders of Series A Preferred
Stock shall be entitled to elect the smallest number of directors that shall
constitute a majority of the authorized number of directors of the Corporation
(including for these purposes any director elected by the Series A Preferred
Stock pursuant to paragraph (b)), and the remaining directors shall be elected
by vote of all the shareholders of the Corporation, with the Series A Preferred
Stock voting on an as-if converted to Common Stock basis. Whenever under the
provisions of this paragraph (c) the right shall have accrued to the holders of
Series A Preferred Stock to elect a majority of the Corporation's directors,
upon delivery to the Corporation of a written consent of holders of a majority
of the voting power of the Series A Preferred Stock designating their nominees
to the Board, the authorized number of directors shall automatically without any
further action be increased to a number equal to two times the previously
authorized number of directors (less any directors then in office elected by the
holders of Series A Preferred Stock pursuant to paragraph (b)) plus one, and the
directors so elected in the written consent shall effective immediately fill the
vacancies created by the creation of such new board seats. Notwithstanding the
foregoing, all directors elected as a result of the rights of the holders of
Series A Preferred Stock to elect directors as set forth herein shall recuse
themselves from (i) any vote to redeem all or a portion of the Series A
Preferred Stock pursuant to paragraph (5) hereof, regardless of when such vote
is taken, and (ii) any vote to amend the provisions of this sentence.

     (d) In the case of any vacancy in the office of a director elected by a
specified group of shareholders, a successor shall be elected to hold office for
the unexpired term of such director by the affirmative vote of a majority of the
shares of such specified group given at a special meeting of such shareholders
duly called or by an action by written consent for that purpose; provided,
however, that in the event of a vacancy in the office of a director elected by
the holders of Series A Preferred Stock pursuant to paragraph (c), such vacancy
may be filled by the vote of a majority of the other directors then in office
elected by the holders of the Series A Preferred Stock. Subject to the
applicable provisions of the Delaware General Corporation Law and the special
removal rights set forth in paragraph (c) above, any director who shall have
been elected by a specified group of shareholders may be removed during the
aforesaid term of office, either for or without cause, by, and only by, the
affirmative vote of the holders of a majority of the shares of such specified
group, given at a special meeting of such shareholders duly called or by an
action by written consent for that purpose, and any such vacancy thereby created
may, be filled by the vote of the holders of a majority of the shares of such
specified group represented at such meeting or in such consent.

<PAGE>

     (e) Without the affirmative vote or written consent of the holders of at
least 66 2/3% of the  outstanding shares of Series A Preferred Stock, voting as
a separate class, the Corporation shall not:

     (i) authorize or issue, or obligate itself to issue, any other capital
stock ranking senior to or on a parity with the Series A Preferred Stock as to
dividend or redemption rights, liquidation preferences, conversion rights,
voting rights or otherwise; or

     (ii) amend this Certificate of Designation or otherwise take any action in
a manner that would materially alter or change any of the powers, preferences,
privileges or rights of the Series A Preferred Stock.

                [THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]







<PAGE>

     IN WITNESS WHEREOF, Centiv, Inc. has caused this Certificate of
Designations to be signed by its duly authorized President this 21st day of May
2002.


                                        CENTIV, INC.
                                        By: /s/ WILLIAM M. RYCHEL
                                            ---------------------
                                            William M. Rychel, President

<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>

                                                                     EXHIBIT 3.2
                                     BYLAWS
                                       OF
                                  CENTIV, INC.


                                   ARTICLE I.

                                     Offices

     Section  1.     The  registered  office of Centiv, Inc. (the "Corporation")
shall  be  in  Wilmington,  New  Castle  County,  Delaware.

     Section  2.     The  Corporation  shall  have  its  principal office at 998
Forest  Edge Drive, Vernon Hills, Illinois, and it may also have offices at such
other  places  as  the  board  of  directors  may  from  time to time determine.

                                   ARTICLE II.

                                  Stockholders

     Section  1.     Annual Meeting.  The annual meeting of stockholders for the
                     --------------
election  of  directors  and  for  the transaction of such other business as may
properly  come  before  the  meeting  shall be held on such date as the board of
directors  shall fix each year.  At an annual meeting of stockholders, only such
business  shall  be  conducted  as  shall  have been properly brought before the
meeting.  To  be properly brought before an annual meeting, business must be (a)
specified  in  the  notice of meeting, or any supplement thereto, given by or at
the  direction  of the board of directors, (b) otherwise properly brought before
the  meeting  by or at the direction of the board of directors, or (c) otherwise
properly  brought  before  the  meeting  by  a  stockholder.  For business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have  given timely notice thereof in writing to the secretary of the Corporation
not  later  than  one hundred and twenty (120) days nor earlier than one hundred
and  fifty (150) days prior to the anniversary date of the immediately preceding
annual  meeting.  A  stockholder's  notice  to  the secretary of the Corporation
shall  set  forth as to each matter the stockholder proposes to bring before the
annual  meeting  (a)  a  brief description of the business desired to be brought
before  the  annual  meeting,  (b)  the  name and address, as they appear on the
Corporation's  stockholder  records, of the stockholder proposing such business,
(c)  the  class  and  number  of shares of the Corporation that are beneficially
owned  by  the  stockholder, and (d) any material interest of the stockholder in
such  business.  Irrespective  of  anything  in these bylaws to the contrary, no
business  shall  be conducted at an annual meeting except in accordance with the
procedures  set  forth  in  this  Section 1.  The presiding officer of an annual
meeting  shall,  if the facts warrant, determine and declare to the meeting that
business  was  not  properly  brought  before the meeting in accordance with the
provisions  of  this  Section 1, and if it is so determined, shall so declare to
the  meeting and any such business not properly brought before the meeting shall
not  be  transacted.

<PAGE>
     Section  2.     Special Meetings.  Special meetings of the stockholders may
                     ----------------
be called only by the chairman, the president or the board of directors pursuant
to  a  resolution  approved  by  a  majority  of  the entire board of directors.

     Section  3.     Stockholder  Action;  How  Taken.  Any  action  required or
                     --------------------------------
permitted to be taken by the stockholders of the Corporation must be effected at
a  duly called annual or special meeting of such holders and may not be effected
by  any  consent  in  writing  by  such  holders.

     Section  4.     Place of Meeting.  The board of directors may designate any
                     ----------------
place, either within or without Delaware, as the place of meeting for any annual
or  special  meeting.  In  the  absence  of  any  such designation, the place of
meeting shall be the principal office of the Corporation designated in Section 2
of  Article  I  of  these  bylaws.

     Section  5.     Notice  of Meetings.  Written or printed notice stating the
                     -------------------
place,  day  and  hour  of  the  meeting  and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, or in the case
of  a  merger  or  consolidation,  not less than twenty nor more than fifty days
before  the  date  of  the  meeting,  either personally or by mail, by or at the
direction  of the chairman or the president, or the secretary, or the officer or
persons  calling  the meeting, to each stockholder of record entitled to vote at
such  meeting.  If  mailed,  such  notice  shall  be deemed to be delivered when
deposited  in  the  United  States  mails  in a sealed envelope addressed to the
stockholder  at his address as it appears on the records of the Corporation with
postage  thereon  prepaid.

     Section  6.     Record  Date.  For  the  purpose  of  determining  (a)
                     ------------
stockholders entitled to notice of or to vote at any meeting of stockholders, or
(b)  stockholders  entitled  to  receive  payment  of  any  dividend,  or  (c)
stockholders  for any other purpose, the board of directors may fix in advance a
date as the record date for any such determination of stockholders, such date in
any  case  to  be not more than sixty days and not less than ten days, or in the
case  of  a merger or consolidation not less than twenty days, prior to the date
on  which  the particular action requiring such determination of stockholders is
to  be  taken.

     Section 7.     Quorum.  The holders of not less than one-third of the stock
                    ------
issued  and  outstanding  and  entitled  to  vote  thereat, present in person or
represented  by  proxy,  shall be requisite and shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided  by  statute,  by  the certificate of incorporation or by these bylaws.
If,  however,  such quorum shall not be present or represented at any meeting of
the  stockholders,  the  chairman of the meeting shall have the power to adjourn
the  meeting  from  time  to time, without notice other than announcement at the
meeting,  until  a  quorum  shall  be present or represented.  At such adjourned
meeting  at  which a quorum shall be present or represented, any business may be
transacted  that  might  have  been  transacted  at  the  meeting  as originally
notified.

     When  a  quorum  is  present  at  any meeting, the vote of the holders of a
majority  of  the  stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is  one upon which by express provision of the statutes or of the certificate of
incorporation  or  of  these  bylaws, a different vote is required in which case
such  express  provision shall govern and control the decision of such question.

                                        2
<PAGE>
     Section  8.     Qualification  of Voters.  The board of directors may fix a
                     ------------------------
day  and  hour  not  more  than sixty nor less than ten days prior to the day of
holding  any  meeting  of  stockholders as the time as of which the stockholders
entitled  to  notice of and to vote at such a meeting shall be determined.  Only
those  persons  who were holders of record of voting stock at such time shall be
entitled  to  notice  of  and  to  vote  at  such  meeting.

     Section  9.     Procedure.  The  order of business and all other matters of
                     ---------
procedure  at  every meeting of stockholders shall be determined by the chairman
of  the meeting.  The board of directors shall appoint two or more inspectors of
election  to serve at every meeting of stockholders at which directors are to be
elected.

                                  ARTICLE III.

                                    Directors

     Section  1.     Number,  Election  and  Terms.  Except  as  otherwise fixed
                     -----------------------------
pursuant to the provisions of Article Fourth of the certificate of incorporation
relating  to  the rights of the holders of any class or series of stock having a
preference  over  the  common stock as to dividends or upon liquidation to elect
additional  directors  under  specified  circumstances,  the number of directors
shall  be  a  minimum  of  three  and  fixed  from  time to time by the board of
directors.  The directors, other than those who may be elected by the holders of
any  class  or  series  of stock having a preference over the common stock as to
dividends or upon liquidation, shall be classified, with respect to the time for
which they severally hold office, into three classes, as near equal in number as
possible,  as  determined  by  the  board of directors, one class to hold office
initially  for  a term expiring at the annual meeting of stockholders to be held
in  2003,  another  class  to  hold  office initially for a term expiring at the
annual  meeting  of  stockholders  to  be held in 2004 and another class to hold
office initially for a term expiring at the annual meeting of stockholders to be
held  in  2005,  with  the  members  of  each  class  to hold office until their
successors  are  elected and qualified.  At each annual meeting of stockholders,
the  successors  of  the  class  of directors whose term expires at that meeting
shall  be  elected  to  hold office for a term expiring at the annual meeting of
stockholders  held  in  the  third  year  following  the year of their election.

     The  term the "entire board" as used in these bylaws means the total number
of  directors  that  the  Corporation  would  have  if  there were no vacancies.

     Subject  to  the rights of holders of any class or series of stock having a
preference  over  the  common  stock  as  to  dividends  or  upon  liquidation,
nominations  for the election of directors may be made by the board of directors
or  a  committee  appointed  by  the  board  of  directors or by any stockholder
entitled  to  vote  in  the  election  of  directors  generally.  However,  any
stockholder entitled to vote in the election of directors generally may nominate
one  or  more  persons  for  election  as directors at a meeting only if written
notice  of  such stockholder's intent to make such nomination or nominations has
been  given,  either  by  personal  delivery  or  by United States mail, postage
prepaid,  to the secretary of the Corporation not later than (a) with respect to

                                        3
<PAGE>
an  election to be held at an annual meeting of stockholders, one hundred twenty
(120)  days  nor  earlier  than  one  hundred  fifty  (150)  days  prior  to the
anniversary  date  of  the  immediately  preceding  annual meeting, and (b) with
respect  to  an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on  which  notice  of  such  meeting  is first given to stockholders.  Each such
notice shall set forth:  (a) the name and address of the stockholder who intends
to  make  the  nomination  and  of  the person or persons to be nominated; (b) a
representation  that  the  stockholder  is  a  holder  of record of stock of the
Corporation  entitled to vote at such meeting and intends to appear in person or
by  proxy  at  the  meeting  to  nominate the person or persons specified in the
notice;  (c)  a  description  of  all arrangements or understandings between the
stockholder and each nominee and any other person or persons, naming such person
or  persons,  pursuant  to which the nomination or nominations are to be made by
the  stockholder;  (d) such other information regarding each nominee proposed by
such  stockholder as would be required to be included in a proxy statement filed
pursuant  to  the proxy rules of the Securities and Exchange Commission; and (e)
the  consent  of  each  nominee  to serve as a director of the Corporation if so
elected.  The  chairman  of the meeting may refuse to acknowledge the nomination
of  any  person  not  made  in  compliance  with  the  foregoing  procedure.

     Section  2.     Newly  Created  Directorships  and  Vacancies.  Except  as
                     ---------------------------------------------
otherwise  fixed pursuant to the provisions of Article Fourth of the certificate
of incorporation relating to the rights of the holders of any class or series of
stock  having  a  preference  over  the  common  stock  as  to dividends or upon
liquidation  to  elect  directors  under  specified circumstances, newly created
directorships  resulting  from  any  increase in the number of directors and any
vacancies  on  the  board  of  directors  resulting  from  death,  resignation,
disqualification,  removal  or  other  cause  shall  be  filled  solely  by  the
affirmative  vote  of a majority of the remaining directors then in office, even
though  less  than  a quorum of the board of directors.  Any director elected in
accordance  with  the  preceding sentence shall hold office for the remainder of
the  full  term  of  the class of directors to which such director's predecessor
shall  have  been elected and qualified.  No decrease in the number of directors
constituting  the  board  of  directors  shall shorten the term of any incumbent
director.

     Section  3.     Removal.  Subject  to  the rights of any class or series of
                     -------
stock  having  a  preference  over  the  common  stock  as  to dividends or upon
liquidation  to  elect directors under specified circumstances, any director may
be  removed  from  office only for cause and only by the affirmative vote of the
holders  of  80%  of the combined voting power of the then outstanding shares of
stock  entitled  to vote generally in the election of directors, voting together
as  a  single  class.

     Section  4.     Regular  Meetings.  Regular  meetings  of  the  board  of
                     -----------------
directors  shall  be  held at such times and place as the board of directors may
from  time  to  time  determine.

     Section  5.     Special  Meetings.  Special  meetings  of  the  board  of
                     -----------------
directors may be called by or at the request of the chairman or the president or
by  an  officer  of the Corporation upon the request of a majority of the entire
board.  The  person  or persons authorized to call special meetings of the board
of  directors may fix any place, either within or without Delaware, as the place
for  holding  any  special  meeting  of  the  board of directors called by them.

                                        4
<PAGE>
     Section  6.     Notice.  Notice  of  regular  meetings  of  the  board  of
                     ------
directors  need  not  be given.  Notice of every special meeting of the board of
directors  shall be given to each director at his usual place of business, or at
such  other  address  as shall have been furnished by him for the purpose.  Such
notice  shall  be  given  at  least  twenty-four  hours  before  the  meeting by
telephone,  by personal delivery, by commercial courier, by mail or by facsimile
transmission.  Such  notice  need  not include a statement of the business to be
transacted  at,  or  the  purpose  of,  any  such  meeting.

     Section  7.     Quorum.  A  majority of the entire Board shall constitute a
                     ------
quorum for the transaction of business at any meeting of the board of directors,
provided,  that  if  less than a majority of the entire board is present at said
meeting,  a  majority of the directors present may adjourn the meeting from time
to  time  until  a  quorum  is  obtained without further notice.  The act of the
majority  of  the  directors  present  at a meeting at which a quorum is present
shall be the act of the board of directors unless the act of a greater number is
required  by  the certificate of incorporation or the bylaws of the Corporation.

     Section 8.     Compensation.  Directors who are also full time employees of
                    ------------
the  Corporation  shall  not  receive  any  compensation  for  their services as
directors  but they may be reimbursed for reasonable expenses of attendance.  By
resolution  of the board of directors, all other directors may receive either an
annual  fee  or  a  fee  for  each  meeting  attended,  or both, and expenses of
attendance, if any, at each regular or special meeting of the board of directors
or  of  a  committee  of  the  board of directors; provided, that nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
Corporation  in  any  other  capacity  and  receiving  compensation  therefor.

     Section  9.     Committees.  The  board  of  directors  may,  by resolution
                     ----------
passed by a majority of the entire board, designate one or more committees, each
committee  to consist of two or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
of  the  board of directors in the management of the business and affairs of the
Corporation  and  may authorize the seal of the Corporation to be affixed to all
papers  which may require it.  Such committee or committees shall have such name
or  names  as  may  be determined from time to time by resolution adopted by the
board  of  directors.  Each committee shall keep regular minutes of its meetings
and  report  the  same  to  the  board  of  directors  when  required.

     Section  10.     Chairman.  The  chairman  shall preside at all meetings of
                      --------
the stockholders and the board of directors.  He shall perform such other duties
as  may  be  prescribed  by  the  board  of  directors.

     Section  11.     Vice-Chairman.  The vice-chairman (if elected by the board
                      -------------
of  directors) shall, in the absence of the chairman, preside at all meetings of
the stockholders and the board of directors.  He shall perform such other duties
as  may  be  prescribed  by  the  board  of directors and by the chief executive
officer  if  he  does  not  have  that  position.

                                        5
<PAGE>
     Section  12.     Director  Emeritus.  The  Board  of  Directors  may  by
                      ------------------
resolution  appoint  any  former  director  who  has  retired  from the Board of
Directors  as a Director Emeritus.  Directors Emeritus may, but are not required
to, attend all meetings (regular and special) of the Board of Directors and will
receive  notice of such meetings; however, they shall not have the right to vote
and  they  shall  be  excluded from the number of directors for quorum and other
purposes.  Directors  Emeritus  shall be appointed for one year terms and may be
reappointed  for  up  to  two  additional  one  year  terms.

                                   ARTICLE IV.

                                    Officers

     Section  1.     Number.  The  officers  of  the  Corporation  shall  be  a
                     ------
president,  an  executive vice president (if elected by the board of directors),
one or more vice presidents (the number thereof to be determined by the board of
directors),  a  treasurer, a secretary and such other officers as may be elected
in  accordance  with  the  provisions  of  this  Article.

     Section  2.     Election  and  Term  of  Office.  The  officers  of  the
                     -------------------------------
Corporation  shall  be  elected  annually by the board of directors at the first
meeting  of  the  board  of  directors  held  after  each  annual  meeting  of
stockholders.  If  the  election  of officers shall not be held at such meeting,
such  election shall be held as soon thereafter as convenient.  Vacancies may be
filled  or  new  offices  created  and  filled  at  any  meeting of the board of
directors.  Each  officer  shall hold office until his successor shall have been
duly  elected  and  shall  have  qualified  or until his death or until he shall
resign  or  shall  have  been  removed  in  the  manner  hereinafter  provided.

     Section  3.     Removal.  Any  officer or agent elected or appointed by the
                     -------
board  of  directors  may  be  removed by the board of directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so  removed.

     Section  4.     Vacancies.  A  vacancy  in  any  office  because  of death,
                     ---------
resignation,  removal, disqualification or otherwise, may be filled by the board
of  directors  for  the  unexpired  portion  of  the  term.

     Section  5.     President.  The  president shall in general be in charge of
                     ---------
all operations of the Corporation and shall direct and administer the activities
of  the  Corporation  in  accordance  with  the  policies,  goals and objectives
established  by  the chief executive officer and the board of directors.  In the
absence  of  the  chief executive officer, the president shall assume his duties
and responsibilities.  In the absence of the chairman and vice-chairman he shall
preside  at  all  meetings of the stockholders and board of directors.  He shall
perform  such  other  duties  as may be prescribed by the board of directors and
chief  executive  officer  if  he  does  not  have  that  position.

     Section 6.     Chief Executive Officer.  The chief executive officer of the
                    -----------------------
Corporation  shall be either the chairman, the vice-chairman or the president as
determined by the board of directors.  The chief executive officer shall provide

                                        6
<PAGE>
overall  direction  and  administration  of  the business of the Corporation, he
shall  interpret  and  apply  the  policies of the board of directors, establish
basic  policies  within  which the various corporate activities are carried out,
guide  and  develop  long  range  planning  and  evaluate activities in terms of
objectives.  He  may sign (with the secretary or any other proper officer of the
Corporation  thereunto  authorized by the board of directors) if such additional
signature is necessary under the terms of the instrument document being executed
or  under  applicable  law,  stock  certificates  of the Corporation, any deeds,
mortgages,  bonds,  contracts,  or  other  instruments except in cases where the
signing and execution thereof shall be required by law to be otherwise signed or
executed,  and  he may execute proxies on behalf of the Corporation with respect
to  the  voting  of any shares of stock owned by the Corporation.  He shall have
the  power  to (1) designate management committees of employees deemed essential
in the operations of the Corporation, its divisions or subsidiaries, and appoint
members  thereof, subject to the approval of the board of directors; (2) appoint
certain  employees  of  the  Corporation  as  vice  presidents of one or several
divisions or operations of the Corporation, subject to the approval of the board
of  directors,  provided however, that any vice president so appointed shall not
be  an  officer  of  the Corporation for any other purpose; and (3) appoint such
other agents and employees as in his judgment may be necessary or proper for the
transaction  of the business of the Corporation and in general shall perform all
duties  incident  to  the  office  of  chief  executive.

     Section  7.     Executive Vice President.  The executive vice president (if
                     ------------------------
elected  by  the  board of directors) shall report to either the chief executive
officer  or  the  president  as  determined  in  the corporate organization plan
established  by  the  board  of  directors.  He shall direct and coordinate such
major  activities  as  shall  be  delegated  to  him  by his superior officer in
accordance  with  policies  established  and instructions issued by his superior
officer,  the  chief  executive  officer,  or  the  board  of  directors.

     Section  8.     Vice  President.  The  board  of directors may elect one or
                     ---------------
several  vice  presidents.  Each vice president shall report to either the chief
executive  officer,  the chief operating officer or the executive vice president
as  determined  in  the  corporate organization plan established by the board of
directors.  Each vice president shall perform such duties as may be delegated to
him by his superior officers and in accordance with the policies established and
instructions  issued by his superior officer, the chief executive officer or the
board  of directors.  The board of directors may designate any vice president as
a senior vice president and a senior vice president shall be senior to all other
vice  presidents and junior to the executive vice president.  In the event there
is  more  than  one senior vice president, then seniority shall be determined by
and  be  the  same as the annual order in which their names are presented to and
acted  on  by  the  board  of  directors.

     Section  9.     The  Treasurer.  The  treasurer  shall  (a) have charge and
                     --------------
custody  of  and be responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such  banks,  trust  companies or other depositories as shall be selected by the
Corporation;  (b)  in  general  perform all the duties incident to the office of
treasurer  and  such other duties as from time to time may be assigned to him by
the  chief  executive  officer,  chief  operating  officer  or  by  the board of
directors.  If  required  by  the board of directors, the treasurer shall give a
bond  for  the faithful discharge of his duties in such sum and with such surety
or  sureties  as  the  board  of  directors  shall  determine.

                                        7
<PAGE>
     Section  10.     The  Assistant Treasurer.  The assistant treasurer (or, if
                      ------------------------
more  than one, the assistant treasurers) shall, in the absence or disability of
the  treasurer,  perform the duties and exercise the powers of the treasurer and
shall  perform  such  other  duties  and  have such other powers as the board of
directors  may  from  time  to  time  prescribe.

     Section  11.     The Secretary.  The secretary shall:  (a) keep the minutes
                      -------------
of  the  stockholders' and the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with  the  provisions of these bylaws or as required by law; (c) be custodian of
the  corporate  records and of the seal of the Corporation and see that the seal
of  the  corporation  is  affixed  to  all stock certificates prior to the issue
thereof  and  to  all  documents,  the  execution  of  which  on  behalf  of the
Corporation  under its seal is duly authorized in accordance with the provisions
of these bylaws or as required by law; (d) be custodian of the corporate records
and  of  the seal of the Corporation and see that the seal of the Corporation is
affixed  to  all  stock  certificates  prior  to  the  issue  thereof and to all
documents, the execution of which on behalf of the Corporation under its seal is
duly  authorized  in  accordance with the provisions of these bylaws; (e) keep a
register of the post office address of each stockholder which shall be furnished
to  the secretary by such stockholder; (f) sign with the chairman, president, or
a  vice  president,  stock  certificates  of the Corporation, the issue of which
shall  have  been  authorized  by resolution of the board of directors; (g) have
general  charge  of  the stock transfer books of the Corporation; (h) in general
perform  all duties incident to the office of secretary and such other duties as
from  time  to time may be assigned to him by the chief executive officer, chief
operating  officer  or  by  the  board  of  directors.

     Section  12.     The  Assistant Secretary.  The assistant secretary (or, if
                      ------------------------
more  than one, the assistant secretaries) shall in the absence or disability of
the  secretary,  perform the duties and exercise the powers of the secretary and
shall  perform  such  other  duties  and  have such other powers as the board of
directors  may  from  time  to  time  prescribe.

                                   ARTICLE V.

                                   Fiscal Year

     The  fiscal year of the Corporation shall begin on the first day of January
in  each  year  and  end  on  the  thirty-first  day  of  December in each year.

                                   ARTICLE VI.

                                      Seal

     The board of directors shall provide a corporate seal which shall be in the
form  of  a  circle and shall have inscribed thereon the name of the Corporation
and  the  words  "Corporate  Seal,  Delaware".

                                        8
<PAGE>
                                  ARTICLE VII.

                                Waiver of Notice

     Whenever any notice whatsoever is required to be given under the provisions
of  these  bylaws or under the provisions of the certificate of incorporation or
under  the  provisions  of  the laws of the state of Delaware, waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or  after  the  time stated therein, shall be deemed equivalent to the giving of
such  notice.

                                  ARTICLE VIII.

                                   Amendments

     Subject to the provisions of the certificate of incorporation, these bylaws
may  be altered, amended or repealed at any regular meeting of the stockholders,
or  at  any  special  meeting of stockholders duly called for that purpose, by a
majority  vote  of  the shares represented and entitled to vote at such meeting;
provided that in the notice of such special meeting notice of such purpose shall
be  given.  Subject  to  the  laws  of the State of Delaware, the certificate of
incorporation and these bylaws, the board of directors may by a majority vote of
those present at any meeting at which a quorum is present amend these bylaws, or
enact such other bylaws as in their judgment may be advisable for the regulation
of  the  conduct  of  the  affairs  of  the  Corporation.

                                        9
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>doc5.txt
<TEXT>

                                                                    EXHIBIT 10.1



                                 LOAN AGREEMENT

                                     BETWEEN

                      CENTIV, INC., A DELAWARE CORPORATION


                                       AND

                                COLE TAYLOR BANK
                                    AS LENDER

<PAGE>

This  Loan  Agreement ("Agreement") is dated as of June 12, 2002, by and between
CENTIV,  INC.,  a  Delaware  corporation  ("Borrower")  and  COLE  TAYLOR  BANK
("Lender").

                                    RECITALS
                                    --------

     1.1     Borrower  has  requested  that  Lender  provide a line of credit to
Borrower  in  the maximum principal amount of $2,000,000.00 to provide funds for
working capital purposes and Lender has agreed to make said loans subject to the
terms  and  conditions  set  forth  herein.

     1.2     In  consideration of the mutual agreements set forth herein and for
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  Borrower  and  Lender  agree  as  follows:

     2.0     DEFINITIONS.  As  used in this Agreement, the following terms shall
             -----------
have  the  following  meanings:

     2.1     "Applicable Laws" shall mean all laws, statutes, ordinances, rules,
regulations,  judgments,  decrees  or  orders  of  any  state,  federal or local
government or agency which are applicable to the Borrower and/or the Collateral.

     2.2     "Business Day" shall mean each day excluding Saturdays, Sundays and
any  other  day  on  which  Lender  is  closed  for  business  to  the  public.

     2.3     "Closing  Date"  shall  mean  June  12,  2002.

     2.4     "Collateral"  shall  mean  all  collateral  and  assets  granted as
security  for  the Loan, whether granted directly or indirectly, whether granted
now  or  in  the  future,  including,  but  in  no  way  limited to the accounts
receivable,  inventory,  equipment, furniture and fixtures of Borrower, wherever
located.

     2.5     "Debt"  shall  mean  all  current  and  long  term  loans, accounts
payable,  loans  from  shareholders  and  all  other  indebtedness  of Borrower.

     2.6     "Debt  Service  Coverage  Ratio"  shall  be defined as the book net
income  (less distributions) plus taxes, depreciation, amortization and interest
expenses  divided by total debt service requirements for the year to date period
then  ending  of  the  principal  and  interest payments on all Debt of Borrower
including,  but  not  limited  to  the  interest  payments  on  the  Note.

     2.7     "Debt to Tangible Net Worth Ratio" shall be defined as the ratio of
all  short and long term debt of Borrower to Tangible Net Worth of Borrower, all
as  reasonably  determined by Lender in accordance with its custom and practice.

     2.8     "Default  Rate"  shall  mean  the  Loan  Rate plus Four percent
(4%) per annum.
                                        2
<PAGE>
     2.9     "Eligible Accounts Receivable" shall mean those accounts receivable
that  are  less  than  ninety  (90)  days  old  as measured from the date of the
original  invoice  giving  rise  to such account receivable and subject to a 25%
cross-aging  analysis.

     2.10     "Event  of  Default"  shall  have  the  meaning  ascribed to it in
Article  10  of  this  Agreement.

2.11     "Inventory"  shall  have  the  meaning  as  set  forth  in  the Uniform
Commercial  Code  as  in  effect  from  time  to  time in the State of Illinois.

     2.12     "Initial  Advance"  shall mean the first draw or disbursement made
from  the  proceeds  of  the  Loan.

     2.13     "Initial  Loan  Amount"  shall  have the meaning ascribed to it in
Article  3  of  this  Agreement.

     2.14     "Loan"  shall  mean  the loan from Lender to Borrower in an amount
not  to  exceed $2,000,000.00 in the aggregate which is to be disbursed pursuant
to  this  Agreement and which loan shall otherwise be governed by the provisions
hereof.

     2.15     "Loan  Advance"  shall mean a disbursement of all or any portion
of the Loan.

     2.16     "Loan Documents" shall mean this Agreement, the Note, the Security
Agreement,  Uniform  Commercial Code financing statements, Opinion of Borrower's
Counsel,  Borrower's  Certificate  and  every  other  document  now or hereafter
evidencing,  securing  or  otherwise  executed  in  conjunction  with  the Loan,
together  with  all  amendments  and  modifications  thereof.

     2.17     "Loan Expenses" shall mean the reasonable expenses, charges, costs
(including  both  hard  costs  and  soft costs) and fees relating to the making,
administration,  negotiation,  documentation  or  any  other aspect of the Loan,
including,  without limitation, Lender's reasonable attorneys' fees and costs in
connection  with the negotiation, documentation and enforcement of the Loan, all
recording  fees  and  charges,  fees  of  insurance  consultants,  and all other
reasonable  costs,  expenses, charges and fees referred to in or necessitated by
the  terms  of  this  Agreement  or  any  of  the  other  Loan  Documents.

     2.18     "Loan Rate" shall mean an annual rate of interest equal to "Prime"
plus  one  percent  (1%).  Notwithstanding the foregoing, the Loan Rate shall be
reduced to "Prime" plus one-half percent (1/2%) if the Borrower satisfies all of
the  following  conditions:

(a)  Borrower shall maintain a Tangible Net Worth Ratio, as reasonably
     determined by Lender in accordance with its custom and practice, of not
     less than Three Million and 00/100 Dollars ($3,000,000.00).

(b)  Borrower's Debt to Tangible Net Worth does not exceed 3.00:1.

                                        3
<PAGE>
(c)  Borrower shall maintain minimum monthly earnings before interest, taxes,
     depreciation and amortization ("EBITDA") of One Hundred Thousand and 00/100
     Dollars ($100,000.00) for six (6) consecutive months.

"Prime"  or "P" shall mean the "Prime Rate," which at any time, and from time to
time,  shall  be  the rate of interest then most recently announced by Lender as
its  Prime Rate, which is not necessarily Lender's lowest or most favorable rate
of  interest at any one time. Each change in the interest rate hereon shall take
effect  on  the effective date of the change in the Prime Rate. Lender shall not
be  obligated  to  give  notice  of  any  change  in  the  Prime  Rate.

     2.19     "Maturity  Date"  shall  mean  June  30,  2004.

     2.20     "Maximum  Loan  Amount"  shall  have the meaning ascribed to it in
Article  3  of  this  Agreement.

     2.21     "Note" shall mean the Revolving Credit Note evidencing the Loan to
be  made by Centiv, Inc. payable to the order of Lender in the maximum principal
amount of Two Million and 00/100 Dollars ($2,000,000.00); all as the same may be
hereafter  amended  or  otherwise  modified  from  time  to  time.

     2.22     "Obligors"  shall  mean  each  individual  or  entity  comprising
Borrower.

     2.23     "Person"  shall  mean  any individual, firm, corporation, business
enterprise, trust, association, joint venture, partnership, governmental body or
other  entity,  whether  acting  in  an individual, fiduciary or other capacity.

     2.24     "Principal Balance" shall mean the unpaid principal balance of
the Loan outstanding  from  time  to  time.

     2.25     "Security Agreement" shall mean the security agreement encumbering
the  Collateral to be made by Borrower to Lender to secure the Loan, as the same
may  be  hereafter  amended  or  otherwise  modified  from  time  to  time.

      2.26     "Tangible  Net  Worth"  shall  mean  the  book value of common
stock  of  Borrower  plus  retained  earnings  and  subordinated  debt  and less
intangible assets, e.g. goodwill and loans to shareholders, all as calculated in
accordance with generally accepted accounting principles. In addition, any loans
to  shareholders or employees of Borrower shall be considered intangible for the
purposes  hereof  and  shall  not  be  included  as  an  asset  of  Borrower.

     2.27     "Unmatured  Default" shall mean an event or circumstance that with
the giving of notice, the passage of time, or both, would constitute an Event of
Default.

3.     COMMITMENT  TO  LEND.
       --------------------
                                        4
<PAGE>
3.1     Loan  Amount.
        ------------

A.     Initial  Loan  Amount.  Lender  agrees  to lend to Borrower, and Borrower
       ---------------------
agrees to borrow from Lender, an amount, with respect to the Note, not to exceed
(i)  Eighty  per cent (80%) of the Eligible Accounts Receivable in the aggregate
plus  (ii)  Fifty percent (50%) of the Loan Advance against Inventory (but in no
event  shall  the  Loan  Advance  against Inventory (i) include Advances against
"open  stock"  or  ink on consignment; or (ii) exceed Two Hundred Fifty Thousand
and 00/100 ($250,000.00)).  The aggregate Loan Advances prior to satisfaction of
the  Credit  Threshold  (as defined below) under the Note shall not exceed Seven
Hundred  Fifty  Thousand and 00/100 Dollars ($750,000.00) for the purposes, upon
the  terms  and  subject  to  the  conditions  contained  in  this  Agreement.

B.     Maximum Loan Amount.  Notwithstanding the foregoing and provided Borrower
       -------------------
is  achieves  earnings  before  interest,  taxes,  depreciation and amortization
("EBITDA")  of at least Fifty Thousand and 00/100 Dollars ($50,000.00) for three
(3)  consecutive months ("Credit Threshold"), Lender agrees to lend to Borrower,
and  Borrower  agrees to borrow from Lender, an mount, with respect to the Note,
not  to  exceed (i) Eighty per cent (80%) of the Eligible Accounts Receivable in
the  aggregate  plus  (ii)  Fifty  percent  (50%)  of  the  Loan Advance against
Inventory  (but in no event shall the Loan Advance against Inventory (i) include
Advances  against  "open  stock"  or  ink  on  consignment; or (ii) exceed Seven
Hundred  Thousand and 00/100 ($700,000.00)).  The aggregate Loan Advances at any
given  time  under  the  Note  once  the Credit Threshold is satisfied shall not
exceed Two Million and 00/100 Dollars ($2,000,000.00) for the purposes, upon the
terms  and  subject  to  the  conditions  contained  in  this  Agreement.

     Notwithstanding  anything  contained  in this Article to the contrary, Loan
Advances  shall  be  limited  to such amounts as Borrower is eligible to receive
pursuant  to,  and  upon  compliance  with,  the conditions of Article 5 hereof.
Borrower  may  prepay  all  or any part of the Note at any time and from time to
time without cost or penalty. Borrower shall be entitled to reborrow portions of
the  Note  that are repaid or prepaid pursuant to, and upon compliance with, the
conditions  of  Article  5  hereof.

     3.2     Loan  Advances  Evidenced  by Note. All Loan Advances hereunder
              ----------------------------------
shall  be  evidenced  by  the  Note,  which  shall  be executed and delivered by
Borrower  simultaneously  with  the  execution  of  this  Agreement.

     3.3     Payment  of  Interest  and  Principal. Interest shall accrue on the
             -------------------------------------
Principal  Balance remaining from time to time unpaid under the Note during each
calendar month (whether full or partial) prior to the Maturity Date at an annual
rate  equal  to  Loan  Rate.

Payments due under the Note, if not sooner declared to be due in accordance with
the  provisions  of  the  Note,  shall  be  made  as  follows:

                                        5
<PAGE>
     (i)     Commencing  on  July  1,  2002,  and on the first day of each month
thereafter  through  and  including the month in which the Maturity Date occurs,
installments  of  accrued  and  unpaid  interest  only shall be due and payable.

     (ii)     The  unpaid  Principal Balance of the Note, if not sooner declared
to  be  due  in  accordance with the terms hereof, together with all accrued and
unpaid  interest,  shall  be  due  and  payable  in  full  onthe  Maturity Date.

     3.4     Default Rate. At any time after the Maturity Date or otherwise when
             ------------
an  Event  of  Default  exists  under  this  Agreement  or any of the other Loan
Documents, the Principal Balance and any other amounts then owing by Borrower to
Lender  shall  bear  interest  at  the  Default  Rate.

     3.5     Late  Charge. If any payment of interest or principal due under the
             ------------
Note  is  not  made  within  five  (5)  days after such payment is due, then, in
addition  to  the  payment  of the amount so due, Borrower shall pay to Lender a
"late  charge"  in  the  amount of five percent (5%) of the amount due to defray
part  of  the  cost  of  collecting  and  handling  such  late  payment.

      4.     LOAN  DOCUMENTS.  Prior  to  the  Initial Advance, Borrower shall
            ---------------
execute  and/or  deliver  to  Lender  those of the following documents and other
items  required  to be executed and/or delivered by Borrower, and shall cause to
be  executed  and/or  delivered  to  Lender those of the following documents and
other  items  required  to  be executed and/or delivered by others, all of which
documents  and other items shall contain such provisions as shall be required to
conform to this Agreement and otherwise shall be reasonably satisfactory in form
and  substance  to  Lender:

     4.1     The  Loan  Documents.

     4.2     UCC  financing  statements  perfecting the security interests
created by the  Security  Agreement.

     4.3     Such  insurance  policies  and certificates (with premiums prepaid)
evidencing  all-risk,  fire  and  extended  coverage,  hazard  and comprehensive
liability  insurance,  including  contractual  liability, workmen's compensation
insurance,  and  such other insurance as Lender reasonably requires covering the
Collateral,  in  such  form,  with  such  endorsements,  in  such  amounts, with
deductibles  and with such carriers as shall be acceptable to Lender, and naming
Lender  as  an  additional  insured  party  on  all  liability  policies  and as
mortgagee/additional  loss  payee  on  the  fire and extended coverage and other
Collateral damage policies and containing a prohibition against cancellation for
nonpayment  of  premiums or any other reason or modification without thirty days
prior  written  notice to Lender.  Any provision of this Article to the contrary
notwithstanding,  all  insurance  policies  required  to  be  carried under this
Agreement  shall  provide expressly that they shall not be rendered invalid by a
waiver  of  the  right  of subrogation by any insured and that the insurer shall
have no right to be subrogated to Lender. Borrower shall deliver (or cause to be
delivered)  to  Lender  either (i) an original of each such insurance policy, or
(ii)  a copy of each such policy certified by the issuing agent as being a true,
correct  and  complete  copy  of  the  original.

                                        6
<PAGE>
     4.4     Current Uniform Commercial Code, federal and state tax lien and
judgment  searches,  pending  suit  and litigation searches and bankruptcy court
filings  searches  covering  Borrower and disclosing no matters objectionable to
Lender.

     4.5     Opinion  letter from legal counsel for Borrower (which counsel must
be  approved  by Lender with respect to the issuance of such opinion) opining to
the  authority  of said parties to execute, deliver and perform their respective
obligations  under the Loan Documents, to the validity and binding effect of the
Loan  Documents  and  to  such  other  matters  as  Lender and its counsel shall
reasonably  require.

     4.6     Certified  copies  of the Bylaws and Articles of Incorporation
of  Centiv,  Inc. together with all amendments thereto, and such resolutions and
other documents as Lender deems appropriate evidencing the authority of Borrower
to  execute  and  deliver the Loan Documents to which Borrower is a party and to
perform  the  obligations  contemplated  hereby  and  thereby.

     4.7      Such  other  assignments,  certificates,  opinions  and  other
documents,  instruments  and  information  affecting  or  relating  to  Lender's
interest  in  the  Collateral  or  the  use,  operation  or  development  of the
Collateral  as  Lender  may  reasonably  require.

5.     DISBURSEMENT  OF  THE  LOAN.
       ----------------------------

     5.1     Conditions Precedent. In addition to the other conditions set forth
             --------------------
herein,  the  obligation  of  Lender  to  make  the  initial and each subsequent
disbursement  of  the  Loan  under  this Agreement shall be conditioned upon and
subject  to  the  payment to Lender of all loan fees then owing from Borrower to
Lender  and  to  satisfaction  of  all  of  the  following  conditions:

     (a)  All  representations and warranties contained in this Agreement and in
          the other Loan Documents shall be true in all material respects on and
          as  of  the  date  of  such  disbursement.

     (b)  Borrower  shall  have  performed all of its obligations under all Loan
          Documents  which  are required to be performed on or prior to the date
          of  such  disbursement.

     (c)  No  Event  of  Default shall have occurred that has not been waived in
          writing  by  Lender,  and  no  Unmatured  Default  shall  then  exist.

     (d)  Delivery  by  Borrower  to  Lender  of  (i) quarterly company prepared
          financial  statements within forty-five (45) days after the end of the
          quarter; (ii) annually audited financial statements from an accounting
          firm  reasonably  acceptable to Lender within one hundred twenty (120)
          days  after  the  end  of  the year; (iii) monthly accounts receivable
          aging  reports,  inventory  reports  and Borrowing Base Certificate in
          form  and  content  reasonably acceptable to Lender within twenty (20)
          days after the end of the month; (iv) annual field audits by employees
          of  Lender  and  outside  auditors,  if  requested  by  Lender.

                                        7
<PAGE>
     5.2     Certifications.  Representations  and  Warranties. Each request for
             -------------------------------------------------
disbursement  by  Centiv, Inc. under the Note shall constitute (a) certification
that  the  representations  and warranties contained in Article 6 below are true
and  correct  in  all  material respects as of the date of such request, and (b)
certification  thatBorrower  is  in  compliance with the conditions contained in
this  Article  5  to  the  extent  applicable  toBorrower.


     6.     REPRESENTATIONS AND WARRANTIES. In order to induce Lender to execute
            ------------------------------
this  Agreement and to make the Loan, Borrower represents and warrants to Lender
as  follows:

     6.1     Borrower.  Borrower  is a duly formed corporation, validly existing
             --------
and  in  good  standing in the State of Delaware and duly authorized to transact
business  in  the  State of Illinois and has full power and authority to execute
and  deliver  the  Loan  Documents  and to perform its obligations hereunder and
thereunder.  The  Bylaws  of  Borrower,  dated  as  of  April 11, 2002  creating
Borrower  and the Articles of Incorporation of said corporation, copies of which
have been furnished to Lender, are in effect, unamended since delivery to Lender
and  are the true, correct and complete documents relating to said corporation's
creation  and  governance.  Borrower  has  fully  complied  with  all applicable
securities  and  other  laws  and  regulations  in connection with the formation
ofBorrower  and  the  sale  and  offer  for  sale  of  interests  therein.

     6.2     Validity  and  Enforceability  of Documents. Upon the execution and
             -------------------------------------------
delivery  of  the  Loan Documents, the Loan Documents shall be valid and binding
upon  the  parties that have executed the same in accordance with the respective
provisions thereof, and enforceable in accordance with the respective provisions
thereof,  subject  only  to  applicable  bankruptcy, reorganization, insolvency,
moratorium  and  other  similar  laws  affecting  the  enforcement of creditor's
rights.  Execution,  delivery  and  performance of the Loan Documents do not and
will  not  contravene,  conflict  with  or violate the articles of incorporation
creating Borrower, the Bylaws of Borrower, or any Applicable Law or constitute a
default  under  any  material  agreement,  indenture  or instrument to which the
Borrower  is  a  party or is bound or which is binding upon or applicable to the
Collateral  or  any  portion  thereof.

     6.3     Litigation.  There  is  not  any  condition,  event or circumstance
             ----------
existing,  or  any  litigation,  arbitration,  governmental  or  administrative
proceeding,  action,  examination,  claims  or demand pending or, to the best of
Borrower's  knowledge  after  due  inquiry, threatened affecting Borrower or the
Collateral, or involving the validity or enforceability of the Loan Documents or
involving any risk of a judgment or liability which, if satisfied, would have an
adverse effect on the financial condition, business or properties of Borrower or
the  priority  of  the  lien  of  the Security Agreement, or which would prevent
Borrower from complying with or performing its obligations under this Agreement,
the  Note  or  any  of the other Loan Documents within the time limits set forth
therein  for  such  compliance  or  performance and no basis for any such matter
exists.

                                        8
<PAGE>
     6.4     Solvency.  Borrower  is solvent and able to pay Borrower's debts as
             --------
such  debts  become  due, and has capital sufficient to carry on such Borrower's
present  business  transactions.  The  value of Borrower's Collateral, at a fair
valuation, is greater than the sum of Borrower's debts. Borrower is not bankrupt
or  insolvent, nor has Borrower made an assignment for the benefit of Borrower's
creditors, nor has there been a trustee or receiver appointed for the benefit of
Borrower's  creditors,  nor  has  there  been  any bankruptcy, reorganization or
insolvency  proceedings  instituted by or against Borrower, nor will Borrower be
rendered  insolvent by Borrower's execution, delivery or performance of the Loan
Documents  or  by  the  transactions  contemplated  thereunder.

     6.5     Financial  Statements. All financial statements submitted to Lender
             ---------------------
relating to Borrower and the Collateral are true, complete and correct, and have
been  prepared  in  accordance  with  sound  accounting  principles consistently
applied  and  fairly present the financial condition of the Person to which they
pertain  and  the  other  information  therein  described and do not contain any
untrue  statement  of  a  material  fact or omit to state a fact material to the
financial  statement submitted or this Agreement. No material adverse change has
occurred  in  the  financial  condition  of Borrower or the Collateral since the
dates  of  each  such  financial  statements.

     6.6     Compliance  with  Laws.  The  use,  occupancy  and operation of the
             ----------------------
Collateral  for  its  intended purposes is not in violation any Applicable Laws,
any  contractual  arrangements  with  third  parties  or any material covenants,
conditions,  easements, rights of way or restrictions of record the violation of
which  would  have  a  material  adverse  impact  on  the financial condition of
Borrower.  Neither  Borrower  nor  any  agent  thereof  has received any notice,
written  or  otherwise,  alleging  any  such  violation, which violation has not
previously  been  cured.

     6.7     Financing Statements.  Except as set forth on Schedule 6.7 attached
             --------------------
hereto,  there  are no UCC financing statements in effect other than those to be
filed  and/or recorded by Lender which name Borrower as debtor and pertaining to
any  rights  in  any  of  the  Collateral.

     6.8     Event  of  Default.  No  Event  of  Default  has  occurred,  and no
             ------------------
Unmatured  Default  which  Borrower  has  failed  to commence curing, shall then
exist.

All  representations  and  warranties  which  have been made by Borrower in this
Agreement  or the other Loan Documents shall be true in all material respects at
the  time  of  each  disbursement  of the Loan, and in the event of any material
breach,  misrepresentation  or omission and the failure of Borrower to cure such
breach,  misrepresentation,  or  omission  within  any  applicable grace period,
Lender  shall  have  the  absolute right to terminate its obligations under this
Agreement  (without  any  obligation to refund any loan or other fees previously
paid),  and  upon demand by Lender, Borrower shall reimburse Lender for the Loan
Expenses,  and  Lender shall be entitled to recover from Borrower all losses and
damages  resulting  therefrom.

          7.  BORROWER'S  COVENANTS.
              ---------------------

     7.1     Compliance  with  Laws.  Borrower  shall comply or cause compliance
             ----------------------
with  all  Applicable  Laws  governing the development, use and operation of the
Collateral. Evidence of such compliance shall be submitted to Lender on request.

                                        9
<PAGE>
     7.2     Inspection.  Upon  reasonable  prior  written or oral notice (which
             ----------
shall  not  be  required  in  the  event of an emergency), Borrower shall permit
inspection  of  the  Collateral  by  Lender  and  any other agent or designee of
Lender.  In  addition, upon reasonable prior written or oral notice (which shall
not  be  required  in  the  event of an emergency), Borrower shall permit Lender
and/or  its  agents  and designees access to and the right to inspect, audit and
copy  all books, records, contracts and other documents and information relating
to  Borrower  or the Collateral during normal business hours.  Lender shall keep
confidential  all information and documentation obtained by Lender in connection
with  such  audits and inspections, except to the extent that Lender determines,
in  its  reasonable discretion, a need to disclose same. All such books, records
and  accounts  of  operations  relating  to  the  Collateral  shall  be  kept in
accordance  with sound accounting practices consistently applied. Borrower shall
promptly  respond to any inquiry from Lender for information with respect to the
Collateral, which information may be verified by Lender at Borrower's expense in
the  case  of  the  existence  of  an  Event  of Default hereunder, otherwise at
Lender's  expense; provided, however, that Lender shall at all times be entitled
to  rely  upon  any  statements or representations made by Borrower or any agent
thereof.

          7.3     Liens.  Except  as  set  forth  in sections 7.3(a) -(e) below,
                  -----
Borrower  shall  not  permit  any  lien claims to be filed or otherwise asserted
against  the  Collateral  and  Borrower  shall promptly (and in any event within
fifteen  days  after  Borrower  has  received  written  notice  of  such filing)
discharge or cause to be discharged the same in case of the filing of any claims
for lien or proceedings for the enforcement thereof; provided that in connection
with  any such lien or claim which Borrower may in good faith desire to contest,
Borrower  may  contest  the  same  by  appropriate  legal proceedings diligently
prosecuted,  but  only  if  Borrower shall furnish to Lender reasonably adequate
security  for  the  payment  of  such  lien.

          Notwithstanding the foregoing, the following liens shall be permitted:

          (a)  liens  for current taxes not delinquent or taxes being diligently
     contested in good faith and by appropriate proceedings and as to which such
     reserves  or  other  appropriate provisions as may be required by generally
     accepted accounting principles or as otherwise required by Lender are being
     maintained on its books, but only if Lender has been notified of Borrower's
     intention  to  contest  such  taxes  and  such  contest  has  the effect of
     preventing  the  sale  or  forfeiture of any property subject to such lien;

          (b)  liens  of  carrier's,  warehousemen,  mechanics,  materialmen,
     repairmen  and other like statutory liens arising in the ordinary course of
     business  securing  obligations  which  are  not overdue or which are being
     diligently contested in good faith and by appropriate proceedings and as to
     which  such  reserves or other appropriate provisions as may be required by
     generally accepted accounting principles or as otherwise required by Lender
     are  being maintained on its books, but only if Lender has been notified of
     Borrower's  intention  to contest such obligations and such contest has the
     effect of preventing the sale or forfeiture of any property subject to such
     lien;

                                       10
<PAGE>
          (c)  liens  incurred  in the ordinary course of business in connection
     with  worker's  compensation,  unemployment  insurance  or  other  forms of
     governmental  insurance  or  benefits;

          (d)  minor  survey  exceptions  or  minor  encumbrances,  easements or
     reservations,  or  rights  of others for rights-of-way, utilities and other
     similar  purposes,  or  zoning  or other restrictions as to the use of real
     properties,  which  are  necessary  for  the  conduct  of the activities of
     Borrower  or  which  customarily  exist on properties or Persons engaged in
     similar  activities  and  similarly situated, and which do not in any event
     materially impair their use by the Borrower in the conduct of its business;
     and

          (e) judgment liens (i) with respect to which execution has been stayed
     or  (ii)  the  payment  of which is covered in full (subject to a customary
     deductible)  by  insurance maintained with responsible insurance companies.

     7.4     Release by Lender. With respect to the matters set forth in Article
             -----------------
7.3  above,  if Borrower shall (a) fail promptly to discharge any asserted liens
or  claims,  or (b) fail promptly to contest asserted liens or claims or to give
security in the manner provided in Article 7.3 above, or (c) having commenced to
contest the same, and having given such security, fail to prosecute such contest
with  diligence, or to maintain such security so required by Lender for its full
amount,  or  (d)  upon  adverse conclusion of any such contest, fail promptly to
cause  any  judgment  or  decree  to  be satisfied and lien to be released, then
Lender  may,  but shall not be required to, procure the release and discharge of
any such claim and any judgment or decree thereon and, further, may, in its sole
discretion, effect any settlement or compromise of the same, or may furnish such
security,  and  any reasonable amounts so expended by Lender, including premiums
paid or security furnished in connection with the issuance of any surety company
bonds,  shall  be deemed to constitute disbursements of the proceeds of the Loan
hereunder  and  shall bear interest from the date so disbursed until paid at the
Default  Rate.  In  settling,  compromising  or discharging any claims for lien,
Lender  shall not be required to inquire into the validity or amount of any such
claim.

     7.5     Financial  Statements:  Reports.  Borrower  will  from time to time
             -------------------------------
furnish  to  Lender  such  information  and  reports,  financial  and otherwise,
concerning  Borrower  and  the  operation of the Collateral as Lender reasonably
requires,  including,  without  limitation,  the  following:

          (a)  Within one hundred twenty (120) days after the end of each fiscal
     year,  audited  financial  statements  of  the  Borrower  prepared  by  an
     independent  accounting  firm,  such financial statements to be on Lender's
     standard  form  or  another  form  acceptable  to Lender, setting forth the
     information  therein  required as of the end of Borrower's fiscal year, and
     certified  by  such  Borrower  as  fairly  and  accurately  presenting  the
     information  contained  therein.

          (b)  Within forty-five (45) days after the end of each fiscal quarter,
     company  prepared financial statements for the preceding fiscal quarter for
     Centiv,  Inc.,  on  a  form  acceptable  to  Lender, certified by the chief
     financial  officer of Centiv, Inc., as applicable, as fairly and accurately
     presenting  the  information  contained  therein.

                                       11
<PAGE>
          (c)  Within  twenty  (20)  days  after the end of each month, Borrower
     shall  deliver  to  Lender  an aged accounts receivable report and a signed
     Borrowing Base Certificate (as provided by Lender) indicating Loan Advances
     not  to  exceed  the  limits  set  forth  herein.

     7.6     Affirmation of Representations and Warranties. Borrower agrees that
             ---------------------------------------------
all  representations  and  warranties  of Borrower contained in Article 6 hereof
shall remain true in all material respects at all times until the Loan is repaid
in  full.

     7.7    Title.  Except  for the Security Agreement, any perfected purchase
            -----
money security interests disclosed in writing to Lender prior to the date hereof
and other security for the Loan, Borrower shall keep its title in the Collateral
free  and  clear of all liens, claims and encumbrances, whether senior or junior
to or at parity with the Loan Documents other than the Permitted Liens set forth
in  Sections  7(a)-(e).

     7.8     Proceedings  Affecting  Collateral.  If  any  proceedings are filed
             ----------------------------------
seeking  to  enjoin  or  otherwise  prevent  or  declare invalid or unlawful the
possession,  use,  maintenance  or  operation  of the Collateral, or any portion
thereof,  Borrower  shall  cause  such proceedings to be vigorously contested in
good  faith,  and  in  the event of an adverse ruling or decision, prosecute all
commercially  reasonable  appeals  therefrom,  and  shall,  without limiting the
generality  of the foregoing, resist the entry or seek the stay of any temporary
or  permanent  injunction  that  may be entered, and use commercially reasonable
efforts  to  bring  about  a  favorable  and  speedy  disposition  of  all  such
proceedings. All such proceedings. including without limitation, all of Lender's
reasonable  costs,  and fees and disbursements of Lender's counsel in connection
with any such proceedings, whether or not Lender is a party thereto, shall be at
Borrower's  expense.  To  the  extent  that  Lender  incurs  any  such expenses,
including  attorneys'  fees  and fees and charges for court costs, bonds and the
like,  Borrower  shall  reimburse  Lender  for  such expenses and the amount due
Lender  shall  bear interest from the date so incurred by Lender until repaid to
Lender  at  the  Default  Rate  and  shall  be  payable to Lender on demand. The
foregoing provisions of this Article shall not limit or affect the provisions of
Articles  10  or  11  below.

     7.9     Disposal  and  Encumbrance  of  Collateral.  Except  as  expressly
             ------------------------------------------
permitted  herein,  Borrower  shall not, without Lender's prior written consent,
suffer,  permit or enter into any agreement for any sale, lease, transfer, or in
any  way  encumber  or  dispose  of  or  grant  or  suffer any security or other
assignment  (collateral  or  otherwise)  of  or  in  all  or  any portion of the
Collateral  other  than in the ordinary course of business. Any consent given by
Lender  or  any  waiver  of  default  under this Article, shall not constitute a
consent  to,  or  waiver  of  any  right,  remedy  or  power of Lender under any
subsequent  default  hereunder.

     7.10     Insurance.  Borrower  shall  pay  all  premiums  on  all insurance
              ---------
policies  required from time to time under this Agreement, and thirty days prior
to  expiration  of  any  such  policies,  Borrower shall furnish to Lender, with
                                       12
<PAGE>
premiums  prepaid,  additional and renewal policies in form, and with companies,
coverage,  deductibles  and  amounts  reasonably  satisfactory to Lender. In the
event  of  failure  by Borrower to provide such insurance, Lender may, but shall
not  be  required to, place insurance and treat the amounts expended therefor as
disbursements  of  Loan  proceeds  and such amounts from the date so expended by
Lender  until  repaid  to  Lender  shall  bear  interest  at  the  Default Rate.

     7.11     Performance  of  Obligations:  Notice  of  Default. Borrower shall
              --------------------------------------------------
promptly  and  fully  perform  and  comply in all respects with the obligations,
terms,  agreements,  provisions and requirements of this Agreement and the other
Loan Documents and all other documents and instruments relating thereto and will
not  permit  to  occur  any  default or breach hereunder or thereunder. Borrower
shall  promptly give to Lender notice of the occurrence of any Unmatured Default
or  of  any  event that could have a material adverse effect on any security for
the  Loan  or  on  Borrower's  ability  to  perform  its  obligations under this
Agreement  or  any  of  the  other  Loan  Documents.

     7.12     Restrictions  Affecting  Borrower.  Borrower  covenants and agrees
              ---------------------------------
that,  without  the  prior written consent of Lender, there shall not occur: (i)
any  amendment  or  modification  of  the bylaws or articles of incorporation of
Borrower,  or  (ii) the sale or transfer of any shares of Borrower except as set
forth  in  Schedule  7.12.  At all times prior to the repayment of the Loan, (A)
Borrower  shall  not  make  or  permit  any  distributions  of cash flow or cash
proceeds  to  any partner, subpartner, member, shareholder, officer, director or
affiliate  in excess of net income of the Borrower; (B) Borrower shall not enter
into  any  contract or agreement for the provision of services or otherwise with
any  affiliate  of  Borrower  or  any  partner, subpartner, member, shareholder,
officer,  director  or  affiliate  of  any shareholder of Borrower unless in the
ordinary  course  of  business  and  unless  such  contract  or  agreement is an
arms-length,  market  rate  agreement and is cancelable upon thirty days written
notice  from any owner of the Collateral; and (C) Borrower shall be dissolved or
its  existence  terminated.

     7.13     Additional  Documents.  Borrower  shall  not execute or record any
              ---------------------
document  pertaining  to,  affecting  or  pledging  all  or  any  portion of the
Collateral  without  the  prior  written  approval  of  Lender  of  the form and
substance  of such documents, which approval shall not be unreasonably withheld.

     7.14     Borrower's  Accounts.  Borrower  shall  maintain  all  operating
              --------------------
accounts  with Lender such that Lender is the main receipt and disbursement bank
for Borrower and pledge the same to Lender as security for the Loan.  Should the
Lender's operating costs related to the accounts exceed the earnings credit rate
associated  with  the  account  balances,  the deficiency will be charged to the
Borrower's  account  on  a  monthly  basis.

     7.15     Subordination of Shareholder Debt.  All shareholder debt is hereby
              ---------------------------------
subjected and subordinated and shall remain in all respects and for all purposes
subject,  subordinate and junior to the lien of the Lender and to all the terms,
conditions and provisions hereof; all advances made or to be made hereunder; and
any  amendments,  renewals,  extensions,  modifications,  restatements  and
replacements  hereof  made  at any time or from time to time, including (without
limitation) any increases therein or in the amounts secured hereby or extensions
of  the  maturity  hereof.

                                       13
<PAGE>
      7.16    Shareholder  Withdrawal.  Borrower  shall not make or permit any
               -----------------------
withdrawals  or  distributions  of  cash  flow  or cash proceeds to any partner,
subpartner,  member, shareholder, officer, director or affiliate that exceed the
current  or  accumulated  net  income  of  the  Borrower.

      7.17     Borrower  shall maintain a Debt Service Coverage Ratio of (i) not
less  than  1.05:1  by December 31, 2002; and (ii) not less than 1.25:1 by March
31, 2003, and  thereafter, as determined by quarterly company prepared financial
statements  of  Borrower.

     7.18     Borrower's  Debt  to Tangible Net Worth Ratio shall not exceed (i)
3.50:1  through  June  29,  2003;  and  (ii) 3.00:1 beginning June 30, 2003, and
thereafter,  determined  by  quarterly  company prepared financial statements of
Borrower.

      7.19     Borrower  shall  maintain  a  Tangible Net Worth, of not less
than Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) through
June  29,  2003;  not less than Three Million and 00/100 Dollars ($3,000,000.00)
beginning  June  30,  2003,  and  thereafter, as determined by quarterly company
prepared  financial  statements  of  Borrower.

     8.     LOAN  EXPENSES. Borrower agrees to pay all of the Loan Expenses. Any
            --------------
Loan  Expenses  paid by Lender shall bear interest commencing on the date demand
for  repayment  thereof  is made by Lender until repaid to Lender at the Default
Rate  and shall be paid by Borrower upon demand, or may be paid by Lender at any
time  by  disbursement of proceeds of the Loan. Any Loan Expenses paid by Lender
shall  be  reimbursed to Lender by Borrower regardless of whether there shall be
any  disbursements  of  the  Loan.

     9.     LENDER'S  REPRESENTATIVES. Lender, at Borrower's expense, shall have
            -------------------------
the  right  to  engage  personnel in connection with negotiation, documentation,
administration and servicing of the Loan at the Borrower's expense to the extent
consistent  with  the  terms  hereof.

     10.     EVENTS  OF  DEFAULT.  The  occurrence  of  any  one  or more of the
             -------------------
following  shall  constitute  an  "Event  of  Default":

          (a) Failure by Borrower or any other obligor to pay any installment of
     principal  or  interest  or  any other amount payable pursuant to the Note,
     this  Agreement  or any of the other Loan Documents when such amount is due
     and  such  failure  continues  for  five (5) days after written notice from
     Lender.

          (b)  Failure  by Borrower to promptly perform or cause to be performed
     any  non-monetary  obligation  or  observe  any  non-monetary  condition,
     covenant, term, agreement or provision required to be performed or observed
     by  Borrower or any other obligor under this Agreement, the Note, or any of
     the  other  Loan  Documents; provided, however, that if such failure by its
     nature  can  be  cured,  then so long as the continued operation, value and
     safety  of the Collateral, and the priority, validity and enforceability of
     the  lien created by the Loan Documents and the value of the Collateral are
     not  imminently  impaired,  threatened  or jeopardized, then Borrower shall
     have  a period (the "Cure Period") of thirty (30) days after written notice
     from  Lender (or a reasonable period of time not to exceed ninety (90) days

                                       14
<PAGE>
     provided  that  Borrower  commences  curing such failure within thirty (30)
     days  after notice from Lender and diligently pursues the curing thereof in
     good  faith and without interruption) of any such failure of performance or
     observance  to  cure or cause the cure of the same, and an Event of Default
     shall  not  be  deemed  to exist during the Cure Period. The foregoing Cure
     Period is intended only to apply in circumstances not referred to in any of
     the  other  paragraphs of this Article; Borrower's right to a grace or cure
     period, if any, with respect to such other circumstances are to be governed
     by  the  provisions  of  such  other  paragraphs.

          (c)  The  existence  of  any  material  inaccuracy  or  untruth in any
     representation,  or  warranty contained in this Agreement or any other Loan
     Documents,  or  of  any statement or certification as to facts delivered to
     Lender  by  or  on  behalf  of  Borrower.

          (d) At any time any Borrower files a voluntary petition in bankruptcy,
     or  is  adjudicated  a  bankrupt  or insolvent, or institutes (by petition,
     application,  answer,  consent  or  otherwise)  any bankruptcy, insolvency,
     reorganization,  arrangement,  composition,  readjustment,  dissolution,
     liquidation  or  similar  proceedings  under any present or future federal,
     state  or  other  statute or law, or admits in writing its inability to pay
     its  debts  as  they  mature, or makes an assignment for the benefit of its
     creditors, or seeks or consents to the appointment of any receiver, trustee
     or  similar  officer  for  all  or  any substantial part of its Collateral.

          (e) The commencement of any involuntary petition in bankruptcy against
     the  Borrower  or  the  institution against Borrower of any reorganization,
     arrangement, composition, readjustment, dissolution, liquidation or similar
     proceedings  under any present or future federal, state or other statute or
     law,  or the appointment of a receiver, trustee or other officer for all or
     any  substantial  part  of  the  Collateral  of  Borrower  which  remains
     undismissed  or  undischarged  for  a  period  of  ninety  (90)  days.

          (f)  Any  sale,  transfer,  lease,  assignment, conveyance, financing,
     lien, encumbrance or other transaction made in violation of this Agreement.

          (g)  Failure  of Borrower for a period of thirty days (or a reasonable
     period  of  time  not  to  exceed  ninety  (90) days provided that Borrower
     commences  curing such failure within thirty (30) days after written notice
     from  Lender  and  diligently  pursues the curing thereof in good faith and
     without  interruption)  after  Lender's  written  notice  of  its demand to
     procure  the  reversal,  dismissal  or  disposition  to Lender's reasonable
     satisfaction  of  any  order enjoining or otherwise preventing or declaring
     invalid  or  unlawful  the  occupancy, maintenance, operation or use of the
     Collateral,  or any portion thereof, in the manner required by the terms of
     this  Agreement,  or  of  any  proceedings  which could or might affect the
     validity  or  priority  of the lien of the Security Agreement or any of the
     other  security  for  the Loan, or which could materially affect Borrower's
     ability  to  perform its obligations under this Agreement or the other Loan
     Documents.

          (h)  The attachment, seizure, levy upon or taking of possession by any
     receiver,  custodian  or  assignee for the benefit of creditors of all or a

                                       15
<PAGE>
     substantial  part  of  the  Collateral  of  Borrower which is not stayed or
     dismissed  within  thirty  (30) days (or a reasonable period of time not to
     exceed  ninety  (90)  days  provided  that  Borrower  commences curing such
     failure  within  thirty  (30)  days  after  written  notice from Lender and
     diligently  pursues  the  curing  thereof  in  good  faith  and  without
     interruption)  after  the  occurrence  thereof.

          (i)  The  assignment  or  attempted  assignment  of  this Agreement by
     Borrower  without  Lender's  prior  written  consent.

          (j)  The  filing  of  formal charges under any federal, state or local
     law,  statute  or  ordinance  for which Borrower's forfeiture of all or any
     portion  of  the  Collateral  is  a  potential  penalty.

          (k)  Failure of Borrower to maintain Debt Service Coverage Ratio, Debt
     to  Tangible  Net Worth Ratio and Tangible Net Worth Ratios as set forth in
     Articles  7.17-7.19  and  such failure continues for thirty (30) days after
     notice  from  Lender.

          (l)  The  delisting  of  the  Borrower  on the Nasdaq Stock Market for
     failure  to  comply  with  the Nasdaq Stock Market listing requirements and
     such  failure  (i) has a material adverse effect on the Collateral and (ii)
     continues  for  a  period  of fifteen (15) days after notice from Lender to
     Borrower  and  failure  of  Borrower  to  restore  its listing on Nasdaq or
     otherwise provide additional collateral or assurances to Lender in its sole
     discretion  within  such  fifteen  (15)  day  period.

     11.     REMEDIES.  Upon  the occurrence of any Event of Default, Lender, in
             --------
addition  to  availing  itself  of  any  remedies conferred upon it at law or in
equity  and  by the terms of the Note, the Security Agreement and the other Loan
Documents,  may  pursue  any  one  or  more  of  the  following  remedies first,
concurrently  or  successively  with  each  other  and  with any other available
remedies,  it being the intent hereof that none of such remedies shall be to the
exclusion  of  any  others:

     (a)     Take  possession  of  the  Collateral  and do anything necessary or
desirable  in  Lender's  sole  judgment  to  fulfill the obligations of Borrower
hereunder.  All  sums  expended  by  Lender pursuant to this Article 11 shall be
deemed  to  have been paid to Borrower and secured by the Security Agreement and
the  other  Loan  Documents,  and  shall bear interest at the Default Rate until
repaid  to  Lender.

     (b)     Withhold  further  disbursements  of  proceeds  of  the  Loan.

     (c)     Declare  the  unpaid  indebtedness  evidenced  by  the  Note  to be
immediately  due  and  payable.

     (d)     Apply  the  balance  of  any  deposits  made with Lender toward the
repayment  of  the  Loan.


                                       16
<PAGE>
     12.     MISCELLANEOUS.
             -------------

     12.1     Additional  Indebtedness.  If  any  advances  or  payments made by
              ------------------------
Lender  pursuant  to  this  Agreement  or any other Loan Document, together with
disbursements  of  the  Loan, shall exceed the aggregate face amount of the Note
(other  than  accrued  interest not yet payable), all such advances and payments
shall  constitute  additional indebtedness secured by the Loan Documents and all
other  security  for  the Loan, and shall bear interest at the Default Rate from
the  date  advanced  until  paid.

     12.2     Additional Acts. Borrower shall, upon request, execute and deliver
              ---------------
such  further  instruments  and documents and do such further acts and things as
may be reasonably required to provide to Lender the evidence of and security for
the  Loan  contemplated  by  this  Agreement.

     12.3     Loan  Agreement Governs. In the event of any inconsistency between
              -----------------------
any  provision  of  this Agreement and any provision of any other Loan Document,
the  provision  of  this  Agreement  shall  govern;  provided, however, that the
provisions  of all of the Loan Documents shall be construed as an integrated set
of  provisions  governing  the  Loan  and, accordingly, shall be interpreted and
construed  liberally  to give the maximum validity, enforceability and effect to
all  of  such  provisions.

     12.4     Additional  Advances.  If  an Event of Default shall occur, Lender
              --------------------
may,  but  shall  not  be  obligated  to,  take any and all actions to cure such
default,  and  all amounts expended in so doing, all Loan Expenses and all other
amounts paid or advanced by Lender pursuant to the Loan Documents, and all other
amounts  advanced  by  Lender in connection with preserving any security for the
Loan,  shall constitute additional advances of the Loan, shall be secured by the
Security  Agreement and all other security for the Loan, and shall bear interest
at  the  Default  Rate  from  the  date  advanced  until  paid.

     12.5     Amendment:  Waiver: Approval. This Agreement shall not be amended,
              ----------------------------
modified or supplemented without the written agreement of Borrower and Lender at
the  time  of  such  amendment,  modification  or  supplement.  No waiver of any
provision  of  this  Agreement  or  any  of  the  other  Loan Documents shall be
effective  unless  set  forth in writing signed by the party making such waiver,
and  any  such  waiver  shall be effective only to the extent therein set forth.
Failure  by  Lender to insist upon full and prompt performance of any provisions
of  this  Agreement or any of the other Loan Documents, or to take action in the
event of any breach of any such provision or upon the occurrence of any Event of
Default,  shall  not constitute a waiver of any rights of Lender, and Lender may
at  any  time thereafter exercise all available rights and remedies with respect
to  such  breach  or  Event  of  Default. Receipt by Lender of any instrument or
document  shall  not  constitute  or  be  deemed  to be an approval thereof. Any
approvals  required  under  any  of the other Loan Documents must be in writing,
signed  by  Lender  and  directed  to  Borrower.

     12.6     Notice.  All  notices,  waivers,  demands,  requests  or  other
              ------
communications required or permitted hereunder shall, unless otherwise expressly
provided,  be  in  writing and be deemed to have been properly given, served and
received  (i)  if delivered by messenger, when delivered; (ii) if mailed, on the
third  (3rd)  business day after deposit in the United States mail, certified or

                                       17
<PAGE>
registered,  postage prepaid, return receipt requested; (iii) if telexed, faxed,
telegraphed  or  telecopied, six (6) hours after being dispatched by telex, fax,
telegram  or  telecopy,  if such sixth (6th) hour falls on a business day within
the  hours  of 8:00 a.m. through 6:00 p.m. of the time in effect at the place of
receipt, or at 8:00 a.m. on the next business day thereafter if such sixth (6th)
hour  is  later  than  6:00  p.m.;  or  (iv) if delivered by reputable overnight
express  courier,  freight prepaid, the next business day after delivery to such
courier;  in  every  case  addressed  to  the  party  to be notified as follows:


           To Lender:         Cole Taylor Bank
                              111 West Washington
                              Suite 400
                              Chicago, Illinois 60602-1139
                              Attention:  Kimberly Crotty


           With copy to:      Fuchs & Roselli, Ltd
                              440 West Randolph Street, 5th Floor
                              Chicago, Illinois  60606
                              Attention:  Michael T. O'Connor, Esq.


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

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

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

     12.7     Benefit:  Assignment.  The  rights,  powers and remedies of Lender
              --------------------
under this Agreement shall inure to the benefit of Lender and its successors and
assigns.  The rights and obligations of Borrower under this Agreement may not be
assigned  and  any  purported  assignment  by  Borrower  shall be null and void.

     12.8     Governing  Law.  This Agreement shall be governed by and construed
              --------------
in  accordance  with  the  laws  of  the  State  of  Illinois.

     12.9     Indemnity.  Borrower  agrees  to indemnify, defend and hold Lender
              ---------
harmless from and against any and all liabilities, obligations, losses, damages,
claims,  costs  and  expenses  (including  reasonable  attorneys' fees and court
costs)  of  whatever  kind  or  nature  which  may be imposed on, incurred by or
asserted  against Lender at any time which relate to or arise from the offer for
                                       18
<PAGE>
sale  or  sale of any interest in Borrower, the acquisition or sale or offer for
sale  of  all  or  any  portion  of  the  Collateral  and/or the ownership, use,
operation  or  maintenance of the Collateral, including, without limitation, any
brokerage  commissions  or finder's fees asserted against Lender with respect to
the  making of the Loan or the acquisition of the Collateral; provided, however,
that  the  foregoing indemnity shall not extend to any liabilities, obligations,
claims,  losses,  costs, damages or expenses resulting from the gross negligence
or  willful  misconduct  of  Lender.

     12.10     Headings.  The  titles and headings of the articles, sections and
               --------
paragraphs  of  this  Agreement have been inserted as a matter of convenience of
reference  only  and  shall not control or affect the meaning or construction of
any  of  the  terms  or  provisions  of  this  Agreement.

     12.11     No  Partnership  or  Joint  Venture.  Lender,  by  executing  and
               -----------------------------------
performing  this  Agreement  shall  not  become a partner or joint venturer with
Borrower or any shareholder of Borrower or any of their respective associates or
affiliates and all inspections of the Collateral herein provided for are for the
sole  benefit  of  Lender.

     12.12     Time  is of the Essence. Time is of the essence of the payment of
               -----------------------
all  amounts  due Lender under the Loan Documents and performance and observance
by  Borrower  of  each covenant, agreement, provision and term of this Agreement
and  the  other  Loan  Documents.

     12.13     Invalid  Provisions.  In  the  event  that  any provision of this
               -------------------
Agreement  is  deemed  to  be  invalid  by reason of the operation of law, or by
reason  of the interpretation placed thereon by any administrative agency or any
court,  Borrower  and  Lender  shall  negotiate  an  equitable adjustment in the
provisions  of  the  same in order to effect, to the maximum extent permitted by
law,  the  purpose  of this Agreement and the validity and enforceability of the
remaining provisions, or portions or applications thereof, shall not be affected
thereby  and  shall  remain  in  full  force  and  effect.

     12.14     Offset. Without limitation of any other right or remedy of Lender
               ------
hereunder or provided by law, any indebtedness relating to the Collateral or its
operation  and  now or hereafter owing to Borrower by Lender (including, without
limitation,  any  amounts  on  deposit in any demand, time, savings, passbook or
like  account  maintained  by Borrower with Lender) may be offset and applied by
Lender  hereunder, or under the Note, the Security Agreement or any of the other
Loan  Documents.

     12.15     Acts  byParties. Notwithstanding anything herein contained to the
               ---------------
contrary,  neither party will be required to make or to receive any disbursement
or  perform  any  other  act  under this Agreement if, as a result thereof, such
party  will  violate  any  law, statute, ordinance, rule, regulation or judicial
decision  applicable  thereto.

     12.16     Binding  Provisions.  The  covenants,  warranties,  agreements,
               -------------------
obligations,  liabilities  and responsibilities of Borrower under this Agreement
shall  be  binding  upon  and  enforceable  against  Borrower  and  its  legal
representatives,  administrators,  successors  and  permitted  assigns.

                                       19
<PAGE>
     12.17     Counterparts. This Agreement may be executed in counterparts, and
               ------------
all  said  counterparts  when  taken  together shall constitute one and the same
Agreement.

     12.18     No  Third  Party  Beneficiary.  This  Agreement  is  only for the
               -----------------------------
benefit  of  the  parties  hereto and their permitted successors and assigns. No
other  person or entity shall be entitled to rely on any matter set forth herein
without  the  prior  written  consent  of  such  parties.

     12.19     Publicity.  Subject  to  compliance  with Applicable Laws and the
               ---------
consent  of  Borrower  which  shall not be unreasonably withheld, conditioned or
delayed,  Lender  reserves  the right to publicize the making of the Loan in any
manner  it  deems  appropriate, including, without limitation, advertisements in
trade  journals  and  newspapers.

     12.20     Jurisdiction  and  Venue.  Borrower  hereby agrees that all
               -------------------------
actions  or proceedings initiated by Borrower and arising directly or indirectly
out  of this Loan Agreement or any other loan document shall be litigated in the
circuit  court of Cook County, Illinois, or the United States District Court for
the  Northern  District  of  Illinois.  Borrower  hereby  expressly  submits and
consents  in  advance to such jurisdiction in any action or proceeding commenced
by  lender  in  any  of  such  courts.  Borrower  waives any claim that Chicago,
Illinois  or  the  northern  district of Illinois is an inconvenient forum or an
improper  forum  based on lack of venue. Should Borrower, after being so served,
fail  to appear or answer to any summons, complaint, process or papers so served
within  the number of days prescribed by law after the mailing thereof, Borrower
shall be deemed in default and an order and/or judgment may be entered by Lender
against  Borrower  as demanded or prayed for in such summons, complaint, process
or  papers. The exclusive choice of forum for Borrower set forth in this Article
shall  not  be  deemed  to  preclude  the  enforcement by Lender of any judgment
obtained in any other forum or the taking by Lender of any action to enforce the
same  in  any  other  appropriate  jurisdiction,  and Borrower hereby waives the
right,  if  any,  to  collaterally  attack  any  such  judgment  or  action.

          12.21     Waiver  Of  Right  To  Jury  Trial.  Lender  and  Borrower
                    ----------------------------------
acknowledge  and  agree  that  any  controversy  which may arise under this Loan
Agreement  or  any  other  Loan  Document  or  with  respect to the transactions
contemplated herein and therein would be based upon difficult and complex issues
and,  therefore,  the parties agree that any court proceeding arising out of any
such  controversy  will be tried in a court of competent jurisdiction by a judge
sitting  without  a  jury.

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

                                       20
<PAGE>



                         CENTIV,  INC.,  an  Delaware  corporation

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

                         ITS:  VICE PRESIDENT & CHIEF FINANCIAL OFFICER



                         COLE  TAYLOR  BANK

                         BY:/S/  KIMBERLY  CROTTY
                            ---------------------------
                                 KIMBERLY  CROTTY

                         ITS:  VICE  PRESIDENT

                                       21




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>doc6.txt
<TEXT>
EXHIBIT 10.2

                               SECURITY AGREEMENT

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

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

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

     NOW,  THEREFORE,  the Debtor, to secure the payment to Secured Party of all
sums  now  or  hereafter due Secured Party from Debtor pursuant to the Note, and
all obligations and liabilities of Debtor pursuant to the Note and all documents
evidencing  or  securing  said  Note  (as  amended,  extended  or modified, said
documents  together  with  the  Note  and  this  Security Agreement collectively
referred  to  as the "Loan Documents"), all of even date herewith, including but
not  limited  to the following Loan Documents: (a) Loan Agreement; and (b) UCC-1
Financing  Statements  (together with all other documents evidencing or securing
the  Note,  "Loan  Documents")  does  hereby  grant a security interest unto the
Secured Party, its successors and assigns, in and to the collateral as described
on  Exhibit  A  attached  hereto  ("Collateral").
    ----------

     1.     GRANT.  Debtor  hereby  grants  to Secured Party a security interest
in,  and sells, assigns, transfers, sets over, pledges and delivers unto Secured
Party,  in  the above Collateral for so long as any sums remain outstanding from
Debtor  to  Secured  Party regardless of whether Debtor became the owner of such
Collateral  prior to or contemporaneously with or subsequent to the incurring of
any  such  debts or liabilities, it being the intention of the parties that such
security  interest  shall extend to and include all present Collateral belonging
to  Debtor  as  well  as  any and all subsequently acquired Collateral by way of
replacement,  substitution,  addition  or  otherwise.

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

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

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

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

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

                                      -1-
<PAGE>
public  office;  and  Debtor  agrees  to execute, from time to time hereafter on
request of Secured Party, such financing statements and other documents (and pay
the cost of filing or recording the same in all public offices reasonably deemed
necessary  by  Secured  Party) and do such other acts and things, all as Secured
Party  may  request to establish and maintain a valid interest in the Collateral
free  of all other liens and claims whatsoever except as aforesaid to secure the
payment  and  performance  of  the  Liabilities.

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

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

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

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

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

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

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

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

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

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

                                      -2-
<PAGE>
     (l)     Debtor  shall, at any time, and from time to time, upon the written
request of Secured Party, execute and deliver such further documents and do such
further  acts  and  things as Secured Party may reasonably request to effect the
purposes  of  this  Agreement.

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

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

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

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

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

     5.     CERTAIN  RIGHTS  REGARDING  COLLATERAL  AND  LIABILITIES.

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

     (b)     Secured  Party may from time to time, after occurrence of a Default
and with notice to Debtor, take all or any of the following actions:  (i) retain
or  obtain  a security interest in any property in addition to the Collateral to
secure  any  of  the Liabilities; (ii) retain or obtain the primary or secondary
liability  of  any  party,  in  addition  to  Debtor, with respect to any of the
Liabilities;  (iii) amend, extend or renew for any period any of the Liabilities
or  release or compromise any obligation of any nature of any party with respect
                                      -3-
<PAGE>
thereto;  (iv)  surrender,  release or exchange all or any part of any property,
including the Collateral and any guarantees, securing any of the Liabilities, or
compromise  or  extend or renew for any period any obligations of any party with
respect  to  any  such property; and (v) resort to the Collateral for payment of
any  of  the  Liabilities  whether  or  not  it shall have resorted to any other
property  securing  the  Liabilities  or  shall have proceeded against any party
primarily  or  secondarily  liable  on  any  of  the  Liabilities.

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

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

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

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

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

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

                                      -4-
<PAGE>
     (c)     Upon  the  occurrence  of  any  Default, Secured Party may sell the
Collateral  at  public  or  private  sale,  for  cash, upon credit or for future
delivery,  and  at  such price or prices as Secured Party may deem satisfactory,
and Secured Party may be the purchaser of the Collateral and it or any purchaser
of the Collateral upon any such sale shall thereafter hold the same, absolutely,
free  from  any  claim  or  right  of any kind, including any equity or right of
redemption  of  Debtor  who hereby specifically waives all rights of redemption,
stay  or appraisal which it has or may have under any rule of law or statute now
existing  or  hereafter adopted.  Secured Party shall give five (5) days written
notice  of  intention  to  make  any  such public or private sale, which written
notice  shall  state  the time and place fixed for such sale.  Any sale shall be
held  at  such  time  or  times and at such place or places as Secured Party may
reasonably fix in the notice of such sale, provided that Secured Party shall not
be  obligated  to  make  any  sale pursuant to any such written notice.  Secured
Party  may, without notice of publication, adjourn any sale or cause the same to
be  adjourned  from  time to time by announcement at the time or place fixed for
the  sale,  and such sale may be made at any time or place to which the same may
be  so adjourned.  In case of any sale of the Collateral on credit or for future
delivery,  the  Collateral  may  be  retained by Secured Party until the selling
price  is  paid  by the purchaser thereof, but Secured Party shall not incur any
liability  in  case  of the failure of such purchaser to take up and pay for the
Collateral  and,  in  case of any such failure, the Collateral may again be sold
upon like notice.  In lieu of exercising the power of sale herein conferred upon
it,  Secured  Party  may  proceed  by  a  suit  or  suits at law or in equity to
foreclose the security interest assigned hereby and sell the Collateral.  Debtor
agrees  that  Secured  Party  shall  have  the  right  to continue to retain the
Collateral until such time as Secured Party, in its sole judgment, believes that
an advantageous price can be secured for the Collateral, and Secured Party shall
not be liable to Debtor for any loss in the value of the Collateral by reason of
any  delay  in  the  sale  thereof.  Debtor  agrees  to  immediately  pay,  and
acknowledges its liability for, any deficiency between the outstanding amount of
the  liabilities,  and  the  net amount realized by Secured Party by sale of the
Collateral.

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

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

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

                                      -5-
<PAGE>
under  any  of  the Loan Documents, then in any such event all of the reasonable
attorneys'  fees arising from such services, and any expenses, costs and charges
relating thereto, shall constitute an additional indebtedness under the Note, at
the  Default Rate thereunder, owing by Debtor to Secured Party payable on demand
and  evidenced  and  secured  by  the  Loan  Documents.

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

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

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

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

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

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

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

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

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

                                      -6-
<PAGE>
Secured  Party  by the terms hereof, together with such powers as are incidental
thereto.  Secured  Party  may  execute any of its duties hereunder by or through
agents  or  employees  and  shall  be  entitled  to retain counsel and to act in
reliance  upon  the  advice of such counsel concerning all matters pertaining to
its  duties  hereunder.  Neither  Secured  Party,  nor  any  director,  officer,
employee  or  attorney of Secured Party, shall be liable for any action taken or
omitted  to  be taken by it or them hereunder or in connection therewith, except
for  its  own gross negligence or willful misconduct.  Debtor hereby indemnifies
and  agrees to hold harmless Secured Party and/or any such agent or sub-agent of
Secured  Party  from and against any and all liability incurred by Secured Party
(or  such  agent  or sub-agent) hereunder or in connection herewith, unless such
liability  shall be due to willful misconduct or gross negligence on the part of
Secured  Party  or  such  agent  or  sub-agent.

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

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


 If  to  Debtor:

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

 With copies to:

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

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

With copies to:

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

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

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

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

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

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

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

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





                                      -9-
<PAGE>

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

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

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









                                      -10-
<PAGE>

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



DEBTOR:                                 SECURED  PARTY:

CENTIV,  a  Delaware  Corporation       COLE  TAYLOR  BANK

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

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





                                      -11-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>8
<FILENAME>doc7.txt
<TEXT>
                                                                    EXHIBIT 99.1



THE FOLLOWING STATEMENT IS BEING MADE TO THE SECURITIES AND EXCHANGE COMMISSION
SOLELY FOR PURPOSES OF SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C.
1349), WHICH CARRIES WITH IT CERTAIN CRIMINAL PENALTIES IN THE EVENT OF A
KNOWING OR WILLFUL MISREPRESENTATION.


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

     Re:  Centiv, Inc.

Ladies and Gentlemen:

     In accordance with the requirements of Section 906 of the Sarbanes-Oxley
Act of 2002 (18 USC 1349), each of the undersigned hereby certifies that:

     (i)  this  Quarterly  Report  on  Form  10-Q  fully  complies  with  the
          requirements  of section 13(a) or 15(d) of the Securities Exchange Act
          of  1934  (15  U.S.C.  78m  or  78o(d));  and

     (ii) the  information  contained  in  this  report  fairly presents, in all
          material  respects,  the financial condition and results of operations
          of  Centiv,  Inc.

Dated as of this 9th day of August, 2002.



/s/  William M. Rychel                         /s/ Thomas M. Mason
----------------------                      ----------------------
William M. Rychel                             Thomas M. Mason
President and Chief Executive Officer         Vice President and Chief Financial
Financial                                     Officer




</TEXT>
</DOCUMENT>
</SUBMISSION>
