Exhibit 4.4

                                    CONSULTING AGREEEMENT


This term sheet is intended to set forth the agreement reached by and between
Security Asset Capital Corporation, (SCYA), 701 B Street #1775, San Diego,
California, 92101 and Charles S. Brofman, (CSB), P.O. Box 226, Waccabuc, New
York 10597 with regards to providing consulting services by CSB to SCYA.

TERM: The term of this agreement shall be for one year that shall have deemed to
commenced on June 18, 2002. This agreement shall terminate on June 17, 2003 and
any and all extensions or modifications shall be by subsequent written agreement
of the parties.

SCOPE OF WORK: CSB shall provide SCYA with consulting services that include
assisting SCYA in developing its technology process specifically for its Debt
Registry function which has been created by SCYA for the purposes of registering
consumer debt considered in default by various creditors including banks and
other lending institutions; developing a potential insurance product which will
insure that proper title has passed from sellers of bulk consumer debt to buyers
of bulk consumer debt; assisting in introductions to lending institutions which
are in the business either selling or buying consumer debt; assisting in the
development of pricing strategies; assistance in the development of marketing
strategies for SCYA; assistance in the preparation of financial projections;
assistance in procuring investors and/or lenders for the company either through
private placements or through the public offering of securities which shall
always be in conformity with law. SCYA and CSB acknowledge that additional third
parties shall be required to perform certain services hereunder and that SCYA
shall make provisions to pay those vendors whom CSB shall have the sole
authority to designate, in such manner as CSB shall direct. Said payment methods
are set forth INFRA.

 It is expressly understood that CSB shall not be required to provide full time
work to SCYA but shall make himself reasonably available for consultations and
meetings. It is further expressly understood that CSB shall not be required to
join the company's Board of Directors nor shall he be considered an officer or a
person with authority to bind the company in any way.

COMPENSATION CSB shall receive as compensation for the services set forth
herein, three million shares of SCYA - regardless of their value at the time of
issuance - which shares shall be fully registered without restriction and shall
be fully capable of sale on the open market. SCYA shall immediately take such
steps as are necessary to register and issue said shares of stock as are
necessary to comply with this term sheet and in accordance with applicable
federal, state and local laws. . It is further agreed that CSB shall have the
right to transfer said shares to Arisean Capital Ltd., a New York corporation of
which he is the President, and a Director. SCYA shall also reimburse CSB for all
expenses such as travel, meals, etc. which shall not be expended by CSB without
the prior approval of SCYA. It is understood that there shall be no obligation
on the part of CSB to perform any services hereunder until such time as said
shares of stock have been issued and delivered to him in accordance with this
agreement.



COMPENSATION FOR OTHER THIRD PARTIES: As aforestated under the paragraph heading
"Scope of Work", the company shall pay to an entity, entities or third persons
as directed from time to time by CSB, up to two million shares of its common
stock. It is agreed that one million of said shares shall be fully registered
and capable of sale on the open market and one million shares shall be
restricted for a period of one year pursuant to Section 144 of the SEC ACT.
These payment of shares shall be for services consistent with those outlined in
the "Scope of Work".

PRESS RELEASES The parties shall not issue any press releases without the mutual
consent of each other. The time and manner of said releases shall also be agreed
upon by the parties. SCYA shall not be permitted to use the names "Charles S.
Brofman", "Cybersettle", "Computerized Dispute Resolution Process", in any
marketing and promotional material or in any press releases, without the express
written consent of CSB.

BINDING NATURE This term sheet shall be binding upon the parties when fully
executed subject only to a more formal written agreement. However, the failure
on the part of SCYA to deliver the aforementioned shares of stock in accordance
with this term sheet by close of business July 22, 2002, shall be deemed to be a
material breach and SCYA shall not thereafter be entitled to receive any of the
services or products to be rendered by CSB.

JURISDICTION In the event a dispute arises between the parties hereunder,
jurisdiction is, by consent, agreed to be in the courts of the State of New
York, County of Westchester. Furthermore, it is agreed that this agreement has
been entered into in the State of New York, County of Westchester.


Dated:   June       2002





/S/ Charles S. Brofman                      /S/ David Walton, CEO
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Charles S. Brofman                          David Walton, CEO


/S/ Richard Wensel                          /S/ Darrell Musick
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Richard Wensel, Ex. V.P.                    Darrell Musick, President