SECURITY AGREEMENT


      This SECURITY AGREEMENT,  dated as of March ___, 2006 (the "Agreement") is
by and among  Onstream  Media  Corporation,  a  corporation  duly  organized and
validly  existing  under the laws of the State of Florida (the  "Company"),  the
Purchasers  identified on the signature  pages hereto (each,  a "Purchaser"  and
collectively,  the  "Purchasers")  and_____ as agent for the Purchasers (in such
capacity, together with its successors in such capacity, the "Agent").

      The Company and each of the Purchasers are parties to a Subscription
Agreement dated as of [__________, 2006] (as modified and supplemented and in
effect from time to time, the "Subscription Agreement"), that provides, subject
to the terms and conditions thereof, for the issuance and sale by the Company to
each of the Purchasers, severally and not jointly, Notes, and Warrants as more
fully described in the Subscription Agreement.

      To induce each of the Purchasers to enter into the Subscription Agreement,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company has agreed to pledge and grant a
security interest in the Collateral (as hereinafter defined) as security for the
Secured Obligations (as hereinafter defined). The Security Agreement and the
lien of the Purchasers is subject to and the rights of the Purchasers are
subordinate to certain existing indebtedness of the Company. Accordingly, the
parties hereto agree as follows:

      Section 1. Definitions. Each capitalized term used herein and not
otherwise defined shall have the meaning assigned to such term in the
Subscription Agreement. In addition, as used herein:

      "Accounts" shall have the meaning ascribed thereto in Section 3(d) hereof.

      "Business" shall mean the businesses from time to time, now or hereafter,
conducted by the Company and its Subsidiaries.

      "Collateral" shall have the meaning ascribed thereto in Section 3 hereof.

      "Copyright Collateral" shall mean all Copyrights, whether now owned or
hereafter acquired by the Company, that are associated with the Business.

      "Copyrights" shall mean all copyrights, copyright registrations and
applications for copyright registrations, including, without limitation, all
renewals and extensions thereof, the right to recover for all past, present and
future infringements thereof, and all other rights of any kind whatsoever
accruing thereunder or pertaining thereto.

      "Documents" shall have the meaning ascribed thereto in Section 3(j)
hereof.

      "Equipment" shall have the meaning ascribed thereto in Section 3(h)
hereof.

<PAGE>

      "Event of Default" shall have the meaning ascribed thereto in Section 10
of the Notes.

      "Excluded Collateral" shall mean the assets of the Company which secure
the Permitted Indebtedness and the assets listed on Annex 2 hereto.

      "Instruments" shall have the meaning ascribed thereto in Section 3(e)
hereof.

      "Intellectual Property" shall mean, collectively, all Copyright
Collateral, all Patent Collateral and all Trademark Collateral, together with
(a) all inventions, processes, production methods, proprietary information,
know-how and trade secrets used or useful in the Business; (b) all licenses or
user or other agreements granted to the Company with respect to any of the
foregoing, in each case whether now or hereafter owned or used including,
without limitation, the licenses or other agreements with respect to the
Copyright Collateral, the Patent Collateral or the Trademark Collateral; (c) all
customer lists, identification of suppliers, data, plans, blueprints,
specifications, designs, drawings, recorded knowledge, surveys, manuals,
materials standards, processing standards, catalogs, computer and automatic
machinery software and programs, and the like pertaining to the operation by the
Company of the Business; (d) all sales data and other information relating to
sales now or hereafter collected and/or maintained by the Company that pertain
to the Business; (e) all accounting information which pertains to the Business
and all media in which or on which any of the information or knowledge or data
or records which pertain to the Business may be recorded or stored and all
computer programs used for the compilation or printout of such information,
knowledge, records or data; (f) all licenses, consents, permits, variances,
certifications and approvals of governmental agencies now or hereafter held by
the Company pertaining to the operation by the Company and its Subsidiaries of
the Business; and (g) all causes of action, claims and warranties now or
hereafter owned or acquired by the Company in respect of any of the items listed
above.

      "Inventory" shall have the meaning ascribed thereto in Section 3(f)
hereof.

      "Issuers" shall mean, collectively, the respective entities identified on
Annex 1 hereto, and all other entities formed by the Company or entities in
which the Company owns or acquires any capital stock or similar interest.

      "Motor Vehicles" shall mean motor vehicles, tractors, trailers and other
like property, whether or not the title thereto is governed by a certificate of
title or ownership.

      "Patent Collateral" shall mean all Patents, whether now owned or hereafter
acquired by the Company that are associated with the Business.

      "Patents" shall mean all patents and patent applications, including,
without limitation, the inventions and improvements described and claimed
therein together with the reissues, divisions, continuations, renewals,
extensions and continuations-in-part thereof, all income, royalties, damages and
payments now or hereafter due and/or payable under and with respect thereto,
including, without limitation, damages and payments for past or future
infringements thereof, the right to sue for past, present and future
infringements thereof, and all rights corresponding thereto throughout the
world.

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<PAGE>

      "Permitted Indebtedness" shall mean the Company's existing indebtedness,
liabilities and obligations as disclosed on Schedule 3.1 of the Notes hereto and
any future capitalized leases, purchase money indebtedness and the Notes
provided that "Permitted Indebtedness" shall not include indebtedness in excess
of $[______], senior to the Notes.

      "Permitted Liens" shall mean (i) the Company's existing Liens and Pledges
as disclosed in the Company's SEC Report or Annex __ hereto, (ii) the security
interests created by this Agreement, (iii) Liens of local or state authorities
for franchise, real estate or other like taxes, (iv) statutory Liens of
landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen
and other like Liens imposed by law, created in the ordinary course of business
and for amounts not yet due, (v) tax Liens not yet due and payable, (vi) liens
by holders of Permitted Indebtedness and (vii) existing Liens which do not
materially affect the value of the Company's property and do not materially
interfere with the use made and proposed to be made of such property by the
Company and the Subsidiaries.

      "Real Estate" shall have the meaning ascribed thereto in Section 3(l)
hereof.

      "Secured Obligations" shall mean, collectively, (a) the principal of and
interest on the Notes issued or issuable (as applicable) by the Company and held
by the applicable Purchaser and all other amounts from time to time owing to
such Purchasers by the Company under the Subscription Agreement and the Notes
and (b) all obligations of the Company to such Purchasers thereunder.

      "Trademark Collateral" shall mean all Trademarks, whether now owned or
hereafter acquired by the Company, that are associated with the Business.
Notwithstanding the foregoing, the Trademark Collateral does not and shall not
include any Trademark which would be rendered invalid, abandoned, void or
unenforceable by reason of its being included as part of the Trademark
Collateral.

      "Trademarks" shall mean all trade names, trademarks and service marks,
logos, trademark and service mark registrations, and applications for trademark
and service mark registrations, including, without limitation, all renewals of
trademark and service mark registrations, all rights corresponding thereto
throughout the world, the right to recover for all past, present and future
infringements thereof, all other rights of any kind whatsoever accruing
thereunder or pertaining thereto, together, in each case, with the product lines
and goodwill of the business connected with the use of, and symbolized by, each
such trade name, trademark and service mark.

      "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in the State of New York from time to time.

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<PAGE>

      Section 2. Representations and Warranties. The Company represents and
warrants to each of the Purchasers that:

      a.    the Company is the sole beneficial owner of the Collateral and no
            Lien exists or will exist upon any Collateral at any time (and, with
            respect to the Stock Collateral, no right or option to acquire the
            same exists in favor of any other Person), except for Permitted
            Liens and the security interest in favor of each of the Purchasers
            created or provided for herein;

      b.    the Company owns and possesses the right to use, and to its
            knowledge, has done nothing to authorize or enable any other Person
            to use, all of its Copyrights, Patents and Trademarks, and all
            registrations of its material Copyrights, Patents and Trademarks are
            valid and in full force and effect. Except as may be set forth in
            said Annex 3, the Company owns and possesses the right to use all
            material Copyrights, Patents and Trademarks, necessary for the
            operation of the Business;

      c.    to the Company's knowledge, (i) except as set forth in Annex 3
            hereto, there is no violation by others of any right of the Company
            with respect to any material Copyrights, Patents or Trademarks,
            respectively, and (ii) the Company is not, in connection with the
            Business, infringing in any respect upon any Copyrights, Patents or
            Trademarks of any other Person; and no proceedings have been
            instituted or are pending against the Company or, to the Company's
            knowledge, threatened, and no claim against the Company has been
            received by the Company, alleging any such violation, except as may
            be set forth in said Annex 3;

      d.    the Company does not own any material Trademarks registered in the
            United States of America to which the last sentence of the
            definition of Trademark Collateral applies; and

      Section 3. Collateral. As collateral security for the prompt payment in
full when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations, the Company hereby pledges and grants to each of the
Purchasers as hereinafter provided, a security interest subject to and certain
in cases subordinate to, Permitted Indebtedness in all of the Company's right,
title and interest in the following property, whether now owned by the Company
or hereafter acquired and whether now existing or hereafter coming into
existence, and wherever located, except for the Excluded Collateral, (all being
collectively referred to herein as "Collateral"):

      a.    all accounts and general intangibles (each as defined in the Uniform
            Commercial Code) of the Company constituting any right to the
            payment of money, including (but not limited to) all moneys due and
            to become due to the Company in respect of any loans or advances for
            the purchase price of Inventory or Equipment or other goods sold or
            leased or for services rendered, all moneys due and to become due to
            the Company under any guarantee (including a letter of credit) of
            the purchase price of Inventory or Equipment sold by the Company and
            all tax refunds (such accounts, general intangibles and moneys due
            and to become due being herein called collectively "Accounts");

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<PAGE>

      b.    all instruments, chattel paper or letters of credit (each as defined
            in the Uniform Commercial Code) of the Company evidencing,
            representing, arising from or existing in respect of, relating to,
            securing or otherwise supporting the payment of, any of the
            Accounts, including (but not limited to) promissory notes, drafts,
            bills of exchange and trade acceptances (herein collectively called
            "Instruments");

      c.    all inventory (as defined in the Uniform Commercial Code) of the
            Company and all goods obtained by the Company in exchange for such
            inventory (herein collectively called "Inventory");

      d.    all Intellectual Property and all other accounts or general
            intangibles of the Company not constituting Intellectual Property or
            Accounts;

      e.    all equipment (as defined in the Uniform Commercial Code) of the
            Company (herein collectively called "Equipment");

      f.    each contract and other agreement of the Company relating to the
            sale or other disposition of Inventory or Equipment;

      g.    all documents of title (as defined in the Uniform Commercial Code)
            or other receipts of the Company covering, evidencing or
            representing Inventory or Equipment (herein collectively called
            "Documents");

      h.    all rights, claims and benefits of the Company against any Person
            arising out of, relating to or in connection with Inventory or
            Equipment purchased by the Company, including, without limitation,
            any such rights, claims or benefits against any Person storing or
            transporting such Inventory or Equipment;

      i.    all estates in land together with all improvements and other
            structures now or hereafter situated thereon, together with all
            rights, privileges, tenements, hereditaments, appurtenances,
            easements, including, but not limited to, rights and easements for
            access and egress and utility connections, and other rights now or
            hereafter appurtenant thereto ("Real Estate");

      j.    all other tangible or intangible property of the Company, including,
            without limitation, all proceeds, products and accessions of and to
            any of the property of the Company described in clauses (a) through
            (l) above in this Section 3 (including, without limitation, any
            proceeds of insurance thereon), and, to the extent related to any
            property described in said clauses or such proceeds, products and
            accessions, all books, correspondence, credit files, records,
            invoices and other papers, including without limitation all tapes,
            cards, computer runs and other papers and documents in the
            possession or under the control of the Company or any computer
            bureau or service company from time to time acting for the Company.

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<PAGE>

      Section 4. Further Assurances; Remedies. In furtherance of the grant of
the pledge and security interest pursuant to Section 3 hereof, the Company
hereby agrees with each of the Purchasers as follows:

      4.01 Delivery and Other Perfection. The Company shall:


      a.    keep accurate books and records relating to the Collateral, and
            stamp or otherwise mark such books and records in such manner as the
            Agent may reasonably require in order to reflect the security
            interests granted by this Agreement;

      b.    furnish to the Agent from time to time (but, unless an Event of
            Default shall have occurred and be continuing, no more frequently
            than quarterly) statements and schedules further identifying and
            describing the Copyright Collateral, the Patent Collateral and the
            Trademark Collateral, respectively, and such other reports in
            connection with the Copyright Collateral, the Patent Collateral and
            the Trademark Collateral, as the Agent may reasonably request, all
            in reasonable detail; and

      c.    permit representatives of the Agent, upon reasonable notice, at any
            time during normal business hours to inspect and make abstracts from
            its books and records pertaining to the Collateral, and permit
            representatives of the Agent to be present at the Company's place of
            business to receive copies of all communications and remittances
            relating to the Collateral, and forward copies of any notices or
            communications by the Company with respect to the Collateral, all in
            such manner as the Agent may reasonably require.

      4.02 Other Financing Statements and Liens. Except with respect to
Permitted Indebtedness, Permitted Liens or as otherwise permitted under Schedule
3.1(a) of the Subscription Agreement, without the prior written consent of the
Agent, the Company shall not file or suffer to be on file, or authorize or
permit to be filed or to be on file, in any jurisdiction, any financing
statement or like instrument with respect to the Collateral.

      4.03 Preservation of Rights. The Agent shall not be required to take steps
necessary to preserve any rights against prior parties to any of the Collateral.

      a.    Intellectual Property.

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<PAGE>

            (1)   For the purpose of enabling the Agent to exercise rights and
                  remedies under Section 4.05 hereof at such time as the Agent
                  shall be lawfully entitled to exercise such rights and
                  remedies, and for no other purpose, the Company hereby grants
                  to the Agent, to the extent assignable, an irrevocable,
                  non-exclusive license (exercisable without payment of royalty
                  or other compensation to the Company) to use, assign, license
                  or sublicense any of the Intellectual Property (other than the
                  Trademark Collateral or goodwill associated therewith) now
                  owned or hereafter acquired by the Company, wherever the same
                  may be located, including in such license reasonable access to
                  all media in which any of the licensed items may be recorded
                  or stored and to all computer programs used for the
                  compilation or printout thereof.

      4.04 Events of Default, etc. Subject to the subordination of even date
hereof, during the period during which an Event of Default shall have occurred
and be continuing:

      a.    the Company shall, at the request of the Agent, assemble the
            Collateral owned by it at such place or places, reasonably
            convenient to both the Agent and the Company, designated in its
            request;

      b.    the Agent may make any reasonable compromise or settlement deemed
            desirable with respect to any of the Collateral and may extend the
            time of payment, arrange for payment in installments, or otherwise
            modify the terms of, any of the Collateral;

      c.    the Agent shall have all of the rights and remedies with respect to
            the Collateral of a secured party under the Uniform Commercial Code
            (whether or not said Code is in effect in the jurisdiction where the
            rights and remedies are asserted) and such additional rights and
            remedies to which a secured party is entitled under the laws in
            effect in any jurisdiction where any rights and remedies hereunder
            may be asserted, including, without limitation, the right, to the
            maximum extent permitted by law, to exercise all voting, consensual
            and other powers of ownership pertaining to the Collateral as if the
            Agent were the sole and absolute owner thereof (and the Company
            agrees to take all such action as may be appropriate to give effect
            to such right);

      d.    the Agent in its discretion may, in its name or in the name of the
            Company or otherwise, demand, sue for, collect or receive any money
            or property at any time payable or receivable on account of or in
            exchange for any of the Collateral, but shall be under no obligation
            to do so; and

      e.    the Agent may, upon 10 Business Days, prior written notice to the
            Company of the time and place, with respect to the Collateral or any
            part thereof which shall then be or shall thereafter come into the
            possession, custody or control of the Agent, or any of its
            respective agents, sell, lease, assign or otherwise dispose of all
            or any of such Collateral, at such place or places as the Agent
            deems best, and for cash or on credit or for future delivery
            (without thereby assuming any credit risk), at public or private
            sale, without demand of performance or notice of intention to effect
            any such disposition or of time or place thereof (except such notice
            as is required above or by applicable statute and cannot be waived)
            and the Agent or anyone else may be the purchaser, lessee, assignee
            or recipient of any or all of the Collateral so disposed of at any

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<PAGE>

            public sale (or, to the extent permitted by law, at any private
            sale), and thereafter hold the same absolutely, free from any claim
            or right of whatsoever kind, including any right or equity of
            redemption (statutory or otherwise), of the Company, any such
            demand, notice or right and equity being hereby expressly waived and
            released. In the event of any sale, assignment, or other disposition
            of any of the Trademark Collateral, the goodwill of the Business
            connected with and symbolized by the Trademark Collateral subject to
            such disposition shall be included, and the Company shall supply to
            the Agent or its designee, for inclusion in such sale, assignment or
            other disposition, all Intellectual Property relating to such
            Trademark Collateral. The Agent may, without notice or publication,
            adjourn any public or private sale or cause the same to be adjourned
            from time to time by announcement at the time and place fixed for
            the sale, and such sale may be made at any time or place to which
            the same may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section
4.04, including by virtue of the exercise of the license granted to the Agent in
Section 4.03(1) hereof, shall be applied in accordance with Section 4.08 hereof.

      The Company recognizes that, by reason of certain prohibitions contained
in the Securities Act of 1933, as amended, and applicable state securities laws,
the Agent may be compelled, with respect to any sale of all or any part of the
Collateral, to limit purchasers to those who will agree, among other things, to
acquire the Collateral for their own account, for investment and not with a view
to the distribution or resale thereof. The Company acknowledges that any such
private sales to an unrelated third party in an arm's length transaction may be
at prices and on terms less favorable to the Agent than those obtainable through
a public sale without such restrictions, and, notwithstanding such
circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner and that the Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Collateral for the period of time necessary to permit the respective Issuer
thereof to register it for public sale.

      4.05 Deficiency. If the proceeds of sale, collection or other realization
of or upon the Collateral pursuant to Section 4.05 hereof are insufficient to
cover the costs and expenses of such realization and the payment in full of the
Secured Obligations, the Company shall remain liable for any deficiency.

      4.06 Removals, etc. Without at least 30 days' prior written notice to the
Agent, the Company shall not (i) maintain any of its books or records with
respect to the Collateral at any office or maintain its chief executive office
or its principal place of business at any place, or permit any Inventory or
Equipment to be located anywhere other than at the address indicated for the
Company in Section 7.4 of the Subscription Agreement or at one of the locations
identified in Annex 4 hereto or in transit from one of such locations to another
or (ii) change its corporate name, or the name under which it does business,
from the name shown on the signature page hereto.

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<PAGE>

      4.07 Private Sale. The Agent shall incur no liability as a result of the
sale of the Collateral, or any part thereof, at any private sale to an unrelated
third party in an arm's length transaction pursuant to Section 4.05 hereof
conducted in a commercially reasonable manner. The Company hereby waives any
claims against the Agent arising by reason of the fact that the price at which
the Collateral may have been sold at such a private sale was less than the price
which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Agent accepts the first offer
received and does not offer the Collateral to more than one offeree.

      4.08 Application of Proceeds. Except as otherwise herein expressly
provided, the proceeds of any collection, sale or other realization of all or
any part of the Collateral pursuant hereto, and any other cash at the time held
by the Agent under this Section 4, shall be applied by the Agent:

      First, to the payment of the costs and expenses of such collection, sale
or other realization, including reasonable out-of-pocket costs and expenses of
the Agent and the fees and expenses of its agents and counsel, and all expenses,
and advances made or incurred by the Agent in connection therewith;

      Next, to the payment in full of the Secured Obligations in each case
equally and ratably in accordance with the respective amounts thereof then due
and owing to each of the Purchasers; and

      Finally, to the payment to the Company, or its successors or assigns, or
as a court of competent jurisdiction may direct, of any surplus then remaining.

      As used in this Section 4, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in kind
of, Collateral, including any thereof received under any reorganization,
liquidation or adjustment of debt of the Company or any issuer of or obligor on
any of the Collateral.

      4.09 Attorney-in-Fact. Without limiting any rights or powers granted by
this Agreement to the Agent while no Event of Default has occurred and is
continuing, upon the occurrence and during the continuance of any Event of
Default, the Agent is hereby appointed the attorney-in-fact of the Company for
the purpose of carrying out the provisions of this Section 4 and taking any
action and executing any instruments which the Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest. Without limiting
the generality of the foregoing, so long as the Purchasers shall be entitled
under this Section 4 to make collections in respect of the Collateral, the Agent
shall have the right and power to receive, endorse and collect all checks made
payable to the order of the Company representing any dividend, payment, or other
distribution in respect of the Collateral or any part thereof and to give full
discharge for the same.

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<PAGE>

      4.10 Perfection. Prior to or concurrently with the execution and delivery
of this Agreement, the Company shall file such financing statements and other
documents in such offices as the Agent may request to perfect the security
interests granted by Section 3 of this Agreement.

      4.11 Termination. When all Secured Obligations shall have been paid in
full under the Subscription Agreement, this Agreement shall terminate, and the
Agent shall forthwith cause to be assigned, transferred and delivered, against
receipt but without any recourse, warranty or representation whatsoever, any
remaining Collateral and money received in respect thereof, to or on the order
of the Company and to be released and cancelled all licenses and rights referred
to in Section 4.03(1) hereof. The Agent shall also execute and deliver to the
Company upon such termination such Uniform Commercial Code termination
statements, certificates for terminating the Liens on the Motor Vehicles and
such other documentation as shall be reasonably requested by the Company to
effect the termination and release of the Liens on the Collateral.

      4.12 Expenses. The Company agrees to pay to the Agent all out-of-pocket
expenses (including reasonable expenses for legal services of every kind) of, or
incident to, the enforcement of any of the provisions of this Section 4, or
performance by the Agent of any obligations of the Company in respect of the
Collateral which the Company has failed or refused to perform upon reasonable
notice, or any actual or attempted sale, or any exchange, enforcement,
collection, compromise or settlement in respect of any of the Collateral, and
for the care of the Collateral and defending or asserting rights and claims of
the Agent in respect thereof, by litigation or otherwise, including expenses of
insurance, and all such expenses shall be Secured Obligations to the Agent
secured under Section 3 hereof.

      4.13 Further Assurances. The Company agrees that, from time to time upon
the written request of the Agent, the Company will execute and deliver such
further documents and do such other acts and things as the Agent may reasonably
request in order fully to effect the purposes of this Agreement.

      4.14 Indemnity. Each of the Purchasers hereby jointly and severally
covenants and agrees to reimburse, indemnify and hold the Agent harmless from
and against any and all claims, actions, judgments, damages, losses,
liabilities, costs, transfer or other taxes, and expenses (including, without
limitation, reasonable attorneys' fees and expenses) incurred or suffered
without any bad faith or willful misconduct by the Agent, arising out of or
incident to this Agreement or the administration of the Agent's duties
hereunder, or resulting from its actions or inactions as Agent.

      Section 5. Miscellaneous.

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<PAGE>

      5.01 No Waiver. No failure on the part of the Agent or any of its agents
to exercise, and no course of dealing with respect to, and no delay in
exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Agent or any of its
agents of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. The
remedies herein are cumulative and are not exclusive of any remedies provided by
law.

      5.02 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.

      5.03 Notices. All notices, requests, consents and demands hereunder shall
be in writing and facsimile (facsimile confirmation required) or delivered to
the intended recipient at its address or fax number specified pursuant to
Section 14 of the Note and shall be deemed to have been given at the times
specified in said Section 14.

      5.04 Waivers, etc. The terms of this Agreement may be waived, altered or
amended only by an instrument in writing duly executed by the Company and the
Agent. Any such amendment or waiver shall be binding upon each of the Purchasers
and the Company.

      5.05 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company and
each of the Purchasers (provided, however, that the Company shall not assign or
transfer its rights hereunder without the prior written consent of the Agent).

      5.06 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such
counterpart.

      5.07 Agent. Each Purchaser agrees to appoint [who is agent] as its Agent
for purposes of this Agreement. The Agent may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith.

      5.08 Severability. If any provision hereof is invalid and unenforceable in
any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Purchasers in order to carry out
the intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.

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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement
to be duly executed as of the day and year first above written.

         COMPANY:                        ONSTREAM MEDIA CORPORATION


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


         AGENT:                          [WHO IS AGENT]


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


         PURCHASERS:


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------



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