Exhibit 10.24

                               SECURITY AGREEMENT

         This Security  Agreement  ("Agreement")  is made and entered into as of
this 9th day of July,  2002,  by and between  Alpha  Virtual,  Inc. a California
corporation ("Borrower") and Global Alpha Corporation,  a British Virgin Islands
corporation ("Lender"). Borrower and Lender may each be referred to individually
as a "Party" or collectively as "Parties" to the this Agreement.  Terms used but
not  defined  herein  shall  have  the  meanings  ascribed  to them in the  Loan
Agreement (as defined below).

                                    RECITALS
         A.  Borrower  and Lender have  entered  into the Working  Capital  Loan
Agreement,  dated as of the date  hereof  (as from time to time  amended  and in
effect,  the "Loan Agreement") and the Multiple Advance  Convertible  Promissory
Note,  dated as of the same date, and executed by Borrower (as from time to time
amended and in effect, the "Note").

         B.  It is a condition  precedent to Lender extending  further credit to
Borrower under the Loan  Agreement  that Borrower  execute and deliver to Lender
this  Agreement  and such other  agreements  as Lender may request in connection
with the  implementation  of this Agreement,  including,  but not limited to the
Source Code Escrow Agreement of even date herewith, as from time to time amended
and in effect (the  "Escrow  Agreement").  The  Security  Agreement,  the Escrow
Agreement  and any  other  documents  requested  by  Lender  to be  executed  in
connection  therewith,  together are  sometimes  hereinafter  referred to as the
"Security Documents".

         C.  Borrower  wishes to grant security  interests in favor of Lender as
herein provided.


         NOW,  THEREFORE,  in consideration of the promises contained herein and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

         1.  Grant Of Security  Interest.  Borrower  hereby grants,  assigns and
conveys to Lender a first-priority,  security interest in and mortgage on all of
Borrower's  right,  title  and  interest  in and to all now  owned or  hereafter
acquired or created computer  software programs of the Borrower (the "Programs")
as more fully described on Schedule A attached hereto and incorporated herein by
this reference (the  "Collateral") to secure the payment and performance in full
of all present and future  obligations owing to Lender under the Loan Agreement,
the  Note,  the  Loan  Documents  and  the  Security  Documents  (together,  the
"Obligations").

         2.  Authorization  To  File  Financing   Statements.   Borrower  hereby
irrevocably  authorizes  Lender at any time and from time to time to file in any
Uniform  Commercial  Code  jurisdiction  any initial  financing  statements  and
amendments  thereto  that (a)  indicate  the  Collateral  (i) as all  assets  of


                                                                     S364987.3
                                    10.24-1
<PAGE>
Borrower or words of similar effect,  regardless of whether any particular asset
comprised  in  the  Collateral  falls  within  the  scope  of  Article  9 of the
California  Uniform  Commercial Code, as amended and  supplemented  from time to
time (the "Code") or any such jurisdiction,  or (ii) as being of equal or lesser
scope or with greater detail; and (b) contain any other information  required by
part 5 of Article 9 of the Code for the sufficiency or filing office  acceptance
of any  financing  statement  or  amendment,  including  whether  Borrower is an
organization,  the  type of  organization  and any  organization  identification
number issued to Borrower and, in the case of a financing  statement  filed as a
fixture filing or indicating  Collateral as extracted collateral or timber to be
cut, a  sufficient  description  of the real  property  to which the  Collateral
relates. Borrower agrees to furnish any such information to Lender promptly upon
request.

         3.  Source  Code  Escrow.  Borrower  agrees  to enter  into the  Escrow
Agreement,  to deposit  the Source  Materials  and other  items  required  to be
deposited pursuant to the Escrow Agreement, and to perform its obligations under
the Escrow Agreement, as set forth therein.

         4.  Representations,   Warranties   And  Covenants.   Borrower   hereby
represents,  warrants,  and covenants  that:

               (a)  Power and Authority; Valid and Binding Obligation.  Borrower
                    -------------------------------------------------
is a corporation  duly  incorporated  and in good standing under the laws of the
State of California and duly qualified to do business in each jurisdiction where
such  qualification is necessary.  The execution and delivery of this Agreement,
and  the  performance  by  Borrower  of its  obligations  hereunder  are  within
Borrower's  corporate  powers  and have been duly  authorized  by all  necessary
corporate  action.  This  Agreement  is  Borrower's  legal,  valid  and  binding
obligation, enforceable in accordance with its terms, the making and performance
of which do not and will not contravene or conflict with  Borrower's  charter or
by-laws or violate or constitute a default under any law, any presently existing
requirement or restriction  imposed by judicial,  arbitral or other governmental
instrumentality  or any agreement,  instrument or indenture by which Borrower or
its property is bound.

               (b)  Title.  Borrower  is the  sole  and  exclusive  owner of the
                    -----
entire  and  unencumbered  right,  title,  and  interest  in  and  to all of the
Collateral,  free and clear of any liens,  charges, and encumbrances,  including
pledges,  assignments,  licenses,  joint  ownership  rights,  shop  rights,  and
covenants by Borrower not to sue third persons.  No financing statement covering
any of the Collateral is on file in any public office.

               (c)  Perfection of Security Interest.  Except for the filing of a
                    -------------------------------
financing  statement  with the Secretary of State of  California  and the filing
with the U.S.  Copyright  Office  necessary  to perfect the  security  interests
created hereunder, no authorization, approval, or other action by, and no notice
to or filing with,  any  governmental  authority or regulatory  body is required
either for the grant by Borrower of the security  interest  hereunder or for the
execution,  delivery,  or  performance  of this Agreement by Borrower or for the
perfection  of or  the  exercise  by  Lender  of  its  rights  hereunder  to the
Collateral in the United States.

                                                                     S364987.3
                                     10.24-2
<PAGE>
               (d)  Commercial  Transaction.  The  transactions  contemplated by
                    -----------------------
this  Agreement and the Loan Agreement are  commercial  transactions  and do not
involve:  (a) goods used or bought for use  primarily  for  personal,  family or
household  purpose;  or (b) an  individual's  incurrence of the  obligation  for
personal, family or household purposes.

               (e)  No Liens.  Borrower will not create, incur, assume or permit
                    --------
to exist any  pledge,  security  interest,  hypothecation,  assignment,  deposit
arrangement, encumbrance, lien (statutory or other), or preference, priority, or
other security agreement or preferential arrangement,  charge, or encumbrance of
any kind or nature whatsoever upon the Collateral.

         5.  Affirmative Covenants

               (a)  Litigation  and  Proceedings.  Borrower  shall  commence and
                    ----------------------------
diligently prosecute in its own name, as the real party in interest, for its own
benefit, and its own expense, such suits,  administrative  proceedings, or other
action  for  infringement  or other  damages as are in its  reasonable  business
judgment  necessary to protect the Collateral.  Borrower shall provide to Lender
any information with respect thereto  requested by Lender.  Lender shall provide
at Borrower's  expense all  necessary  cooperation  in connection  with any such
suits,  proceedings,  or action,  including,  without  limitation,  joining as a
necessary party.

               (b)  Right to Inspect.  Borrower grants to Lender,  its employees
                    ----------------
and agents the right to visit Borrower's principal place of business, plants and
facilities which manufacture,  inspect,  or store products sold under any of the
Trademarks or incorporating any of the Patents and/or Copyrights, and to inspect
the products and quality control records  relating  thereto at reasonable  times
during regular business hours.

               (c)  Locations and Notices.  Borrower shall maintain and keep (a)
                    ---------------------
except as delivered to Lender from time to time, all chattel paper,  instruments
and documents,  and all records concerning the Collateral,  at the address shown
in the first  paragraph  hereof and not  duplicate  any  records  regarding  any
Collateral  at any other  address;  (b) the  location of its chief office at the
address shown in the first paragraph hereof;  and (c) the state of incorporation
and  immediately  given  written  notice to Lender of any change in the state of
incorporation.

               (d)  Insurance.   Borrower  shall  keep  all  Collateral  insured
                    ---------
against  loss,  damage,  theft and  other  risks,  with  amounts  and  insurance
companies,  and under  policies,  satisfactory  to Lender,  which policies shall
provide  that loss  thereunder  shall be payable to Lender as its  interest  may
appear  (and  Lender  may  apply any  proceeds  of such  insurance  which may be
received by it toward payment of Obligations,  whether or not due, in such order
of  application  as Lender may  determine),  and such  policies or  certificates
thereof shall,  if Lender so requests,  be deposited  with Lender.


                                                                     S364987.3
                                     10.24-3
<PAGE>
         6.  Events Of Default.  An Event of Default under this Agreement  shall
occur and be continuing if any of the following occurs:  (a) an Event of Default
under the Loan Agreement or any other Loan Document or Security Document occurs;
(b) any representation or warranty made by Borrower in this Agreement,  the Loan
Agreement or any other Loan Document or Security Document is incorrect when made
or when  affirmed;  or (c)  Borrower  fails to observe or perform any  covenant,
condition,  or  agreement  to be  observed  or  performed  pursuant to the terms
hereof.

         7.  Remedies.

               (a)  Generally.  If any Event of Default  shall have occurred and
                    ---------
be  continuing,  in addition to any other  rights  given to Lender by law,  this
Agreement,  the Loan Agreement or any other Loan Document or Security  Document,
Lender may exercise all rights and remedies of a secured  party on default under
the UCC  (whether or not the UCC  applies to the  affected  Collateral)  and may
also:

                      (i)   declare all Obligations under the Loan Agreement and
this Agreement immediately due and payable;

                      (ii)  notify  any  licensees  to  make royalty payments on
license agreements directly to Lender;

                      (iii) require  Borrower  to, and  Borrower  hereby  agrees
that  it  will,   at  its   expense  and  upon  request  of  Lender   forthwith,
assemble  all  or  part  of  the  Collateral  as  directed by Lender and make it
available  to  Lender at a place to be designated by  Lender which is reasonably
convenient to both parties;

                      (iv)  without  notice  or  demand  or legal process, enter
upon any premises of Borrower and take  possession of the Collateral; and

                      (v)    without notice except as specified below,  sell any
Collateral or any part thereof in one or more parcels at public or private sale,
at any of Lender's  offices or  elsewhere,  at such time or times,  for cash, on
credit or for future  delivery,  and at such price or prices and upon such other
terms as Lender may deed  commercially  reasonable.  Borrower  hereby  expressly
waives,  to the fullest extent permitted by applicable law, any and all notices,
advertisements,  hearings or process of law in  connection  with the exercise by
Lender of any of its rights  and  remedies  upon an event of Default  and agrees
that,  to the extent  notice of sale shall be required by law, at least five (5)
days'  notice to  Borrower  of the time and place of any public sale or the time
after  which  any  private  sale  is  to be  made  shall  constitute  reasonable
notification. At any sale of the Collateral, if permitted by law, Lender may bid
(which  bid may be,  in  whole  or in  part,  in the  form  of  cancellation  of
indebtedness)  for the purchase of the Collateral or any portion thereof for the
account  of  Lender.  Lender  shall  not be  obligated  to make  any sale of the
Collateral regardless of notice of sale having been given. Borrower shall remain
liable for any  deficiency.  Lender may adjourn any public or private  sale from
time to time by announcement at the time and place fixed therefor, and such sale
may,  without further  notice,  be made at the time and place to which it was so
adjourned.  Lender shall not be required to proceed  against any  Collateral but


                                                                     S364987.3
                                     10.24-4
<PAGE>
may proceed against Borrower directly.  To the extent permitted by law, Borrower
hereby  specifically  waives all rights of redemption,  stay or appraisal  which
Borrower has or may have under any law now existing or hereafter enacted.

               (b)  Appointment of  Attorney-in-Fact.  Effective upon and during
                    --------------------------------
the continuance of an Event of Default, Borrower hereby constitutes and appoints
Lender as Borrower's attorney-in-fact with full authority in the place and stead
of  Borrower  and in the  name of  Borrower,  from  time  to  time  in  Lender's
discretion to take any action and to execute any instrument that Lender may deem
necessary or advisable to accomplish the purposes of this Agreement, including:

                      (i)    to  ask,  demand,   collect,   sue  for,   recover,
compound,  receive and give acceptance and receipts for moneys due and to become
due under or in respect of any of the Collateral;

                      (ii)   to  adjust,  settle  or  compromise  the  amount or
payment of any  Account,  or release  wholly or partly any  customer  or obligor
thereunder or allow any credit or discount thereon;

                      (iii)  to  receive,  endorse,  and  collect  any drafts or
other  instruments,  documents and chattel paper,  in connection with clause (a)
above; and

                      (iv)   to file any claims or take any action or  institute
any  proceedings  that Lender may deem necessary or desirable for the collection
of any of the  Collateral  or  otherwise  to enforce  the rights of Lender  with
respect  to any of the  Collateral.  The  appointment  of Lender  as  Borrower's
attorney is coupled with an interest and is  irrevocable  until  payment in full
and complete performance of all of the Obligations.

               (c)  Limitation  on Duty of Lender  with  Respect to  Collateral.
                    -----------------------------------------------------------
Beyond the safe custody  thereof in  accordance  with the UCC,  Lender shall not
have any duty with respect to any  Collateral  in its  possession  or control or
with respect to any income thereon or the  preservation  of rights against prior
parties or any other rights pertaining  thereto.  Lender shall be deemed to have
exercised  reasonable care in the custody and  preservation of the Collateral in
its possession if the Collateral is accorded  treatment  substantially  equal to
that  which  it  accords  its  own  property.  Lender  shall  not be  liable  or
responsible  for  any  loss  or  damage  to any of the  Collateral,  or for  any
diminution  in the  value  thereof,  by  reason  of the act or  omission  of any
warehouseman, carrier, forwarding agency, consignee or bailee selected by Lender
in good faith.

               (d)  Proceeds of Collateral.  Any proceeds of any  disposition by
                    ----------------------
Lender of any of the  Collateral  may be  applied  by Lender to the  payment  of
expenses in connection with the Collateral, including reasonable attorneys' fees
and legal  expenses,  and any balance of such  proceeds may be applied by Lender
toward the payment the Obligations,  and in such order of application, as Lender
may from time to time elect.




                                                                     S364987.3
                                     10.24-5
<PAGE>
         8.  Choice Of Law And Venue; Jury Trial Waiver.

               (a)  Choice  of  Law.  The  validity  of  this   Agreement,   its
                    ---------------
construction,  interpretation,  and  enforcement,  and the rights of the parties
hereto with respect to all matters arising  hereunder or related hereto shall be
determined under,  governed by, and construed in accordance with the laws of the
California, without giving effect to its conflict of laws principles.

               (b)  Venue.  The parties  agree that all  actions or  proceedings
                    -----
arising in connection  with this agreement  shall be tried and litigated only in
the state and federal  courts  located in the County of Los Angeles,  California
or, at the sole  option of  Lender,  in any other  court in which  Lender  shall
initiate   legal  or  equitable   proceedings   and  which  has  subject  matter
jurisdiction  over the matter in controversy.  Borrower and Lender hereby waive,
to the extent  permitted under applicable law, any right each may have to assert
the  doctrine  of forum non  conveniens  or to object to venue to the extent any
proceeding is brought in accordance with this Section 8.

               (c)  Waiver of Jury Trial. BORROWER AND LENDER HEREBY WAIVE THEIR
                    --------------------
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING  OUT  OF  ANY  OF  THIS  AGREEMENT,  THE  LOAN  AGREEMENT  OR ANY OF THE
TRANSACTIONS  CONTEMPLATED  THEREIN,  INCLUDING  CONTRACT  CLAIMS,  TORT CLAIMS,
BREACH OF DUTY CLAIMS,  AND ALL OTHER COMMON LAW OR STATUTORY  CLAIMS.  BORROWER
AND LENDER  REPRESENT  THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY  WAIVES  ITS JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION,  A COPY OF THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

         9.  Miscellaneous.

               (a)  Survival   of    Representations    and   Warranties.    The
                    ----------------------------------------------------
representations,  warranties,  covenants and agreements  contained  herein shall
survive the execution of this Agreement.

               (b)  No Waiver;  Cumulative Remedies.  No failure or delay on the
                    -------------------------------
party of either Party in exercising any right,  power or remedy  hereunder shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise thereof or,
the  exercise  of any other  right,  power or  remedy  hereunder.  The  remedies
provided  herein are  cumulative  and not exclusive of any remedies  provided by
law.

               (c)  No Amendments;  Entire Agreement.  This Agreement may not be
                    --------------------------------
modified,  amended,  waived or  superseded  except  in a writing  signed by both
Lender  and  Borrower.  This  Agreement,  the Loan  Agreement  and the  Security
Documents  embody the entire  agreement  and  understanding  of the  Parties and
supersede  all prior  agreements  and  understandings  relating  to the  subject
matter.


                                                                     S364987.3
                                     10.24-6
<PAGE>
               (d)  Notices.   Any  notice  required  or  permitted  under  this
                    -------
Agreement shall be given in writing and shall be deemed  effectively  given: (i)
upon  sending  the  notice by  facsimile  provided  receipt  is  confirmed  by a
machine-generated transmission report; or (ii) three (3) days after sending such
notice by  registered  or certified  mail,  postage  prepaid and return  receipt
requested;  or (iii) one (1) day after  depositing  such  notice  with a courier
service guaranteeing next day delivery,  return receipt requested, and addressed
as follows:

                  To Borrower:     Alpha Virtual, Inc.
                                   10345 Olympic Boulevard, Suite 300
                                   Los Angeles, CA 90064

                  To Lender:       Global Alpha Corporation
                                   (see address on signature page)

                  With a copy to:  Nixon Peabody LLP
                                   Two Embarcadero Center, 27th Floor
                                   San Francisco, CA 94111
                                   Attn: Laura Wheeler
                                   Facsimile: (866) 741-1491 or (415) 984-8300

               (e)  Binding Effect;  Assignment.  This Agreement is binding upon
                    ---------------------------
and  shall  inure to the  benefit  of each  Party's  respective  successors  and
assigns,  except  that  Borrower  shall  not have  the  right  to  delegate  its
Obligations  hereunder or to assign its rights  hereunder or any interest herein
without the prior written consent of Lender.

               (f)  Governing Law. This  Agreement and the Loan Agreement  shall
                    -------------
be governed by and construed in  accordance  with the internal laws of the State
of California without regard to its principles of conflict of laws.

               (g)  Attorneys' Fees.  Borrower agrees to pay to Lender all costs
                    ---------------
and  expenses  incurred  by Lender in any effort to  collect  the under the Loan
Agreement  and to enforce its rights under this  Agreement,  including,  without
limitation,  reasonable  attorneys'  fees,  incurred in enforcing its rights and
protecting  its interest  under this  Agreement  and the Loan  Agreement,  which
amounts  shall  include  fees  and  costs  incurred  in any  state,  federal  or
bankruptcy court whether or not in connection with any Chapter 11 proceeding, or
relief from automatic stay or disputes over Lender's claim, or disputes over any
plan of  reorganization,  or motions for sale of assets,  regardless  of whether
such attorneys'  fees,  costs and expenses are incurred before or after an Event
of Default.

               (h)  Headings.  Article,  section and subsection headings in this
                    --------
Agreement are included  herein for  convenience  of reference only and shall not
constitute a part of this Agreement for any other purpose.




                                                                     S364987.3
                                     10.24-7
<PAGE>
               (i)  Counterparts.  This  Agreement may be executed in any number
                    ------------
of  counterparts,  all of which taken together shall constitute one and the same
instrument,  and any of the parties hereto may execute this Agreement by signing
any such counterpart; provided that original signatures will be substituted upon
the request of either Party.


                            [SIGNATURE PAGE FOLLOWS]















































                                                                     S364987.3
                                     10.24-8
<PAGE>
         IN WITNESS WHEREOF the undersigned,  being  authorized  signers for the
Parties,  have  executed  this  Security  Agreement as of the date first written
above.

ALPHA VIRTUAL, INC.


By:
     ------------------------------------------------
Name:
Its:


GLOBAL ALPHA CORPORATION


By:
     ------------------------------------------------
Name:
Its:
Address:



































                                                                     S364987.3
                                     10.24-9
<PAGE>

                                   SCHEDULE A

                            Description of Collateral




















































                                                                     S364987.3
                                    10.24-10