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                                                                   EXHIBIT 10.22

[COMERICA LOGO]

                               SECURITY AGREEMENT
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As of November 13, 2000, for value received, the undersigned ("Debtor") grants
to Comerica Bank-California ("Bank"), a California  banking corporation, a
continuing security interest in the Collateral (as defined below) to secure
payment when due, whether by stated maturity, demand acceleration or otherwise,
of all existing and future indebtedness ("Indebtedness") to the Bank of Bay
Area Multimedia, Inc. ("Borrower") and/or Debtor. Indebtedness includes without
limit any and all obligations or liabilities of the Borrower and/or Debtor to
the Bank, whether absolute or contingent, direct or indirect, voluntary or
involuntary, liquidated or unliquidated, joint or several, known or unknown;
any and all obligations or liabilities for which the Borrower and/or Debtor
would otherwise be liable to the Bank were it not for the invalidity or
unenforceability of them by reason of any bankruptcy, insolvency or other law,
or for any other reason; any and all amendments, modifications, renewals and/or
extensions of any of the above; all costs incurred by Bank in establishing,
determining, continuing, or defending the validity or priority of its security
interest, or in pursuing its rights and remedies under this Agreement or under
any other agreement between Bank and Borrower and/or Debtor or in connection
with any proceeding involving Bank as a result of any financial accommodation
to Borrower and/or Debtor; and all other costs of collecting Indebtedness,
including without limit attorney fees. Any reference in this Agreement to
attorney fees shall be deemed a reference to reasonable fees, costs, and
expenses of both in-house and outside counsel and paralegals, whether or not a
suit or action is instituted and to court costs if a suit or action is
instituted, and whether attorney fees or court costs are incurred at the trial
court level, on appeal, in a bankruptcy, administrative or probate proceeding
or otherwise.

1.   Collateral shall mean all of the following property Debtor now or later
     owns or has an interest in, wherever located:

     -    specific items listed below and/or on attached Schedule A, if any,
          is/are also included in Collateral: Money Market account #8000214836
          dated October 17, 2000 in the current amount of $500,000.00 in the
          name of Anthony Ronald Williams and any and all subsequent renewals
          thereof.

     -    all goods, instruments, documents, policies and certificates of
          insurance, deposits, money or other property (except real property
          which is not a fixture) which are now or later in possession of Bank,
          or as to which Bank now or later controls possession by documents or
          otherwise, and

     -    all additions, attachments, accessions, parts, replacements,
          substitutions, renewals, interest, dividends, distributions, rights of
          any kind (including but not limited to stock splits, stock rights,
          voting and preferential rights), products, and proceeds of or
          pertaining to the above including, without limit, cash or other
          property which were proceeds and are recovered by a bankruptcy trustee
          or otherwise as a preferential transfer by Debtor.

2.   Warranties, Covenants and Agreements. Debtor warrants, covenants and
     agrees as follows:

     2.1  Debtor shall furnish to Bank, in form and at intervals as Bank may
          request, any information Bank may reasonably request and allow Bank to
          examine, inspect, and copy any of Debtor's books and records. Debtor
          shall, at the request of Bank, mark its records and the Collateral to
          clearly indicate the security interest of Bank under this Agreement.

     2.2  At the time any Collateral becomes, or is represented to be, subject
          to a security interest in favor of Bank, Debtor shall be deemed to
          have warranted that (a) Debtor is the lawful owner of the Collateral
          and has the right and authority to subject it to a security interest
          granted to Bank; (b) none of the Collateral is subject to any security
          interest other than that in favor of Bank and there are no financing
          statements on file, other than in favor of Bank; and (c) Debtor
          acquired its rights in the Collateral in the ordinary course of its
          business.

     2.3  Debtor will keep the Collateral free at all times from all claims,
          liens, security interests and encumbrances other than those in favor
          of Bank. Debtor will not, without the prior written consent of Bank,
          sell, transfer or lease, or permit to be sold, transferred or leased,
          any or all of the Collateral, except (where Inventory is pledged as
          Collateral) for Inventory in the ordinary course of its business and
          will not return any Inventory to its supplier. Bank or its
          representatives may at all reasonable times inspect the Collateral and
          may enter upon all premises where the Collateral is kept or might be
          located.

     2.4  Debtor will do all acts and will execute or cause to be executed all
          writings requested by Bank to establish, maintain and continue a
          perfected and first security interest of Bank in the Collateral.
          Debtor agrees that Bank has no obligation to acquire or perfect any
          lien on or security interest in any asset(s), whether realty or
          personalty, to secure payment of the Indebtedness, and Debtor is not
          relying upon assets in which the Bank may have a lien or security
          interest for payment of the Indebtedness.

     2.5  Debtor will pay within the time that they can be paid without
          interest or penalty all taxes, assessments and similar charges which
          at any time are or may become a lien, charge or encumbrance upon any
          Collateral, except to the extent contested in good faith and bonded
          in a manner satisfactory to Bank. If Debtor fails to pay any of these
          taxes, assessments, or other charges in the time provided above, Bank
          has the option (but not the obligation) to do so and Debtor agrees to
          repay all amounts so expended by Bank immediately upon demand,
          together with interest at the highest lawful default rate which could
          be charged by Bank on any Indebtedness.

     2.6  Debtor will keep the Collateral in good condition and will protect it
          from loss, damage, or deterioration from any cause. Debtor has and
          will maintain at all times (a) with respect to the Collateral,
          insurance under an "all risk" policy against fire and other risks
          customarily insured against, and (b) public liability insurance and
          other insurance as may be required by law or reasonably required by
          Bank, all of which insurance shall be in amount, form and content,
          and written by companies as may be satisfactory to Bank, containing a
          lender's loss payable endorsement acceptable to Bank. Debtor will
          deliver to Bank immediately upon demand evidence satisfactory to Bank
          that the required insurance has been procured. If Debtor fails to
          maintain satisfactory insurance, Bank has the option (but not the
          obligation) to do so and Debtor agrees to repay all amounts so
          expended by Bank immediately upon demand, together with interest at
          the highest lawful default rate which could be charged by Bank on any
          Indebtedness.

     2.7  If Accounts Receivable are pledged as Collateral under this
          Agreement, then on each occasion on which Debtor evidences to Bank
          the account balances on and the nature and extent of the Accounts
          Receivable, Debtor shall be deemed to have warranted that except as
          otherwise indicated (a) each of those Account Receivable is valid and
          enforceable without performance by Debtor of any act; (b) each of
          those account balances are in fact owing, (c) there are no setoffs,
          recoupments, credits, contra accounts, counterclaims or defenses
          against any of those Accounts Receivable, (d) as to any Accounts
          Receivable represented by a note, trade acceptance, draft or other
          instrument or by any chattel paper or document, the same have been
          endorsed and/or delivered by Debtor to Bank, (e) Debtor has not
          received with respect to any Account Receivable, any notice of the
          death of the related account debtor, nor of the distribution,
          liquidation, termination of existence, insolvency, business failure,
          appointment of a receiver for, assignment for the benefit of
          creditors by, or filing of a petition in bankruptcy by or against,
          the account debtor, and (f) as to each Account Receivable, the
          account debtor is not an affiliate of Debtor, the United States of
          America or any department, agency or instrumentality of it, or a
          citizen or resident of any jurisdiction outside of the United States.
          Debtor will do all acts and will execute all writings requested by
          Bank to perform, enforce performance of, and collect all Accounts
          Receivable. Debtor shall neither make nor permit any modification,
          compromise or substitution for any Account Receivable without the
          prior written consent of Bank. Debtor shall, at Bank's request,
          arrange for verification of Accounts Receivable directly with
          account debtors or by any other methods acceptable to Bank.

     2.8  Debtor at all times shall be in strict compliance with all applicable
          laws, including without limit any laws, ordinances, directives,
          orders, statutes, or regulations an object of which is to regulate or
          improve health, safety, or the environment ("Environmental Laws").
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      2.9   If marketable securities are pledged as Collateral under this
            Agreement and if at any time the outstanding principal balance of
            the Indebtedness exceeds N/A of the value of the Collateral, as such
            value is determined from time to time by Bank (herein called the
            "Margin Requirement"), Debtor shall immediately pay or cause to be
            paid to Bank an amount sufficient to reduce the Indebtedness such
            that the remaining principal outstanding thereunder is equal to or
            less than the Margin Requirement. Bank shall apply payments made
            under this paragraph in payment of the Indebtedness in such order
            and manner of application as Bank in its sole discretion elects. In
            the alternative, Debtor may provide or cause to be provided to Bank
            additional collateral in the form of cash or other property
            acceptable to Bank and with a value, as determined by Bank, that
            when added to the Collateral will constitute compliance with the
            Margin Requirement.

      2.10  If Bank, acting in its sole discretion, redelivers Collateral to
            Debtor or Debtor's designee for the purpose of (a) the ultimate sale
            or exchange thereof; or (b) presentation, collection, renewal, or
            registration of transfer thereof; or (c) loading, unloading,
            storing, shipping, transshipping, manufacturing, processing or
            otherwise dealing with it preliminary to sale or exchange; such
            redelivery shall be in trust for the benefit of Bank and shall not
            constitute a release of Bank's security interest in it or in the
            proceeds or products of it unless Bank specifically so agrees in
            writing. If Debtor requests any such redelivery, Debtor will deliver
            with such request a duly executed financing statement in form and
            substance satisfactory to Bank. Any proceeds of Collateral coming
            into Debtor's possession as a result of any such redelivery shall be
            held in trust for Bank and immediately delivered to Bank for
            application on the Indebtedness. Bank may (in its sole discretion)
            delivery any or all of the Collateral to Debtor, and such delivery
            by Bank shall discharge Bank from all liability or responsibility
            for such Collateral. Bank, at its option, may require delivery of
            any Collateral to Bank at any time with such endorsements or
            assignments of the Collateral as Bank may request.

      2.11  At any time and without notice, Bank may, as to Collateral other
            than Equipment, Fixtures or Inventory, (a) cause any or all of such
            Collateral to be transferred to its name or to the name of its
            nominees; (b) receive or collect by legal proceedings or otherwise
            all dividends, interest, principal payments and other sums and all
            other distributions at any time payable or receivable on account of
            such Collateral, and hold the same as Collateral, or apply the same
            to the Indebtedness, the manner and distribution of the application
            to be in the sole discretion of Bank; (c) enter into any extension,
            subordination, reorganization, deposit, merger or consolidation
            agreement or any other agreement relating to or affecting such
            Collateral, and deposit or surrender control of such Collateral, and
            accept other property in exchange for such Collateral and hold or
            apply the property or money so received pursuant to this Agreement.

      2.12  Bank may assign any of the Indebtedness and deliver any or all of
            the Collateral to its assignee, who then shall have with respect to
            Collateral so delivered all the rights and powers of Bank under this
            Agreement, and after that Bank shall be fully discharged from all
            liability and responsibility with respect to Collateral so
            delivered.

      2.13  Debtor delivers this Agreement based solely on Debtor's independent
            investigation of (or decision not to investigate) the financial
            condition of Borrower and is not relying on any information
            furnished by Bank. Debtor assumes full responsibility for obtaining
            any further information concerning the Borrower's financial
            condition, the status of the Indebtedness or any other matter which
            the undersigned may deem necessary or appropriate now or later.
            Debtor waives any duty on the part of Bank, and agrees that Debtor
            is not relying upon nor expecting Bank to disclose to Debtor any
            fact now or later known by Bank, whether relating to the operations
            or condition of Borrower, the existence, liabilities or financial
            condition of any guarantor of the Indebtedness, the occurrence of
            any default with respect to the Indebtedness, or otherwise,
            notwithstanding any effect such fact may have upon Debtor's risk or
            Debtor's rights against Borrower. Debtor knowingly accepts the full
            range of risk encompassed in this Agreement, which risk includes
            without limit the possibility that Borrower may incur Indebtedness
            to Bank after the financial condition of Borrower, or Borrower's
            ability to pay debts as they mature, has deteriorated.

      2.14  Debtor shall defend, indemnify and hold harmless Bank, its
            employees, agents, shareholders, affiliates, officers, and directors
            from and against any and all claims, damages, fines, expenses,
            liabilities or causes of action of whatever kind, including without
            limit consultant fees, legal expenses, and attorney fees, suffered
            by any of them as a direct or indirect result of any actual or
            asserted violation of any law, including, without limit,
            Environmental Laws, or of any remediation relating to any property
            required by any law, including without limit Environmental Laws.

      2.15  Debtor agrees that no security or guarantee now or later held by
            Bank for the payment of any Indebtedness, whether from Borrower, any
            guarantor, or otherwise, and whether in the nature of a security
            interest, pledge, lien, assignment, setoff, suretyship, guaranty,
            indemnity, insurance or otherwise, shall affect in any manner the
            unconditional pledge of Debtor under this Agreement, and Bank, at
            its sole discretion, without notice to the undersigned, may release,
            exchange, modify, enforce and otherwise deal with any security or
            guaranty without affecting in any manner the unconditional pledge of
            Debtor under this Agreement, Debtor acknowledges and agrees that
            Bank has no obligation to acquire or perfect any lien on or security
            interest in any assets, whether realty or personalty, or to obtain
            any guaranty to secure payment of the Indebtedness, and Debtor is
            not relying upon any guaranty which Bank has or may have or assets
            in which Bank has or may have a lien or security interest for
            payment of the Indebtedness.

      2.16  Debtor may terminate their pledge under this Agreement as to future
            Indebtedness (except as provided below) by (and only by) delivering
            written notice of termination to an officer of Bank and receiving
            from an officer of Bank written acknowledgment of delivery;
            provided, the termination shall not be effective until the opening
            of business on the fifth (5th) day following written acknowledgement
            of delivery. Any termination shall not affect in any way Bank's
            rights under this Agreement as to any Indebtedness existing at the
            effective date of termination or any Indebtedness created after that
            pursuant to any commitment or agreement of Bank or pursuant to any
            Borrower loan with Bank existing at the effective date of
            termination (whether advances or readvances by Bank are optional or
            obligatory), or any modifications, extensions or renewals of any of
            this Indebtedness, whether in whole or in part, and as to all of
            this Indebtedness and modifications, extensions or renewals of it,
            this Agreement shall continue effective until the same shall have
            been fully paid. Debtor shall indemnify Bank against all claims,
            damages, costs and expenses, including without limit attorney fees,
            incurred by Bank in connection with any suit, claim or action
            against Bank arising out of any modification or termination of a
            Borrower loan or any refusal by Bank to extend additional credit in
            connection with the termination of this Agreement.

      2.17  Debtor agrees to reimburse Bank upon demand for all costs and
            expenses (including, without limit, attorneys fees) incurred in
            enforcing any of the duties or obligations of Debtor under this
            Agreement or in establishing, determining, continuing or defending
            the validity or priority of Bank's security interest under this
            Agreement.

3.   Collection of Proceeds.

      3.1   Debtor agrees to collect and enforce payment of all Collateral until
            Bank shall direct Debtor to the contrary. Immediately upon notice to
            Debtor by Bank and at all times after that, Debtor agrees to fully
            and promptly cooperate and assist Bank in the collection and
            enforcement of all Collateral and to hold in trust for Bank all
            payments received in connection with Collateral and from the sale,
            lease or other disposition of any Collateral, all rights by way or
            suretyship or guaranty and all rights in the nature of a lien or
            security interest which Debtor now or later has regarding
            Collateral. Immediately upon and after such notice, Debtor agrees to
            (a) endorse to Bank and immediately deliver to Bank all payments
            received on Collateral or from the sale, lease or other disposition
            of any Collateral or arising from any other rights or interests of
            Debtor in the Collateral, in the form received by Debtor without
            commingling with any other funds, and (b) immediately deliver to
            Bank all property in Debtor's possession or later coming into
            Debtor's possession through enforcement of Debtor's rights or
            interests in the Collateral. Debtor irrevocably authorizes Bank or
            any Bank employee or agent to endorse the name of Debtor upon any
            checks or other items which are received in payment for any
            Collateral, and to do any and all things necessary in order to
            reduce these items to money. Bank shall have no duty as to the
            collection or protection of Collateral or the proceeds of it, nor as
            to the preservation of any related rights, beyond the use of
            reasonable care in the custody and preservation of Collateral in the
            possession of Bank. Debtor agrees to take all steps necessary to
            preserve rights against prior parties with respect to the
            Collateral. Nothing in this
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          Section 3.1 shall be deemed a consent by Bank to any sale, lease or
          other disposition of any Collateral.

     3.2  If Accounts Receivable are pledged as Collateral, this Section 3.2
          shall be applicable and Debtor agrees that immediately upon Bank's
          request (whether or not any Event of Default exists) the indebtedness
          shall be on a "remittance basis" as follows: Debtor shall at its sole
          expense establish and maintain (and Bank, at Bank's option, may
          establish and maintain at Debtor's expense); (a) a United States Post
          Office lock box (the "Lock Box"), to which Bank shall have exclusive
          access and control. Debtor expressly authorizes Bank, from time to
          time, to remove contents from the Lock Box, for disposition in
          accordance with this Agreement. Debtor agrees to notify all account
          debtors and other parties obligated to Debtor that all payments made
          to Debtor (other than payments by electronic funds transfer) shall be
          remitted, for the credit of Debtor, to the Lock Box, and Debtor shall
          include a like statement on all invoices; and (b) a non-interest
          bearing deposit account with Bank which shall be titled as designated
          by Bank (the "Cash Collateral Account") to which Bank shall have
          exclusive access and control. Debtor agrees to notify all account
          debtors and other parties obligated to Debtor that all payments made
          to Debtor by electronic funds transfer shall be remitted to the Cash
          Collateral Account, and Debtor, at Bank's request, shall include a
          like statement on all invoices. Debtor shall execute all documents and
          authorizations as required by Bank to establish and maintain the Lock
          Box and the Cash Collateral Account.

     3.3  If Accounts Receivable are pledged as Collateral, this Section 3.3
          shall be applicable, and all items or amounts which are remitted to
          the Lock Box, to the Cash Collateral Account, or otherwise delivered
          by or for the benefit of Debtor to Bank on account of partial or full
          payment of, or with respect to, any Collateral shall, at Bank's
          option, (i) be applied to the payment of the Indebtedness, whether
          then due or not, in such order or at such time of application as Bank
          may determine in its sole discretion, or, (ii) be deposited to the
          Cash Collateral Account. Debtor agrees that Bank shall not be liable
          for any loss or damage which Debtor may suffer as a result of Bank's
          processing of items or its exercise of any other rights or remedies
          under this Agreement, including without limitation indirect, special
          or consequential damages, loss of revenues or profits, or any claim,
          demand or action by any third party arising out of or in connection
          with the processing of items or the exercise of any other rights or
          remedies under this Agreement. Debtor agrees to indemnify and hold
          Bank harmless from and against all such third party claims, demands or
          actions, and all related expenses or liabilities, including, without
          limitation, attorney fees.

4.   Defaults, Enforcement and Application of Proceeds

     4.1  Upon the occurrence of any of the following events (each an "Event of
          Default"), Debtor shall be in default under this Agreement:

          (a)  Any failure to pay the Indebtedness or any other indebtedness
               when due, or such portion of it as may be due, by acceleration or
               otherwise; or

          (b)  Any failure or neglect to comply with, or breach of or default
               under, any term of this Agreement, or any other agreement or
               commitment between Borrower, Debtor, or any guarantor of any of
               the Indebtedness ("Guarantor") and Bank; or

          (c)  Any warranty, representation, financial statement, or other
               information made, given or furnished to Bank by or on behalf of
               Borrower, Debtor, or any Guarantor shall be, or shall prove to
               have been, false or materially misleading when made, given, or
               furnished; or

          (d)  Any loss, theft, substantial damage or destruction to or of any
               Collateral, or the issuance or filing of any attachment, levy,
               garnishment or the commencement of any proceeding in connection
               with any Collateral or of any other judicial process of, upon or
               in respect of Borrower, Debtor, any Guarantor, or any Collateral;
               or

          (e)  Sale or other disposition by Borrower, Debtor, or any Guarantor
               of any substantial portion of its assets or property or voluntary
               suspension of the transaction of business by Borrower, Debtor, or
               any Guarantor, or death, dissolution, termination of existence,
               merger, consolidation, insolvency, business failure, or
               assignment for the benefit of creditors of or by Borrower,
               Debtor, or any Guarantor; or commencement of any proceedings
               under any state or federal bankruptcy or insolvency laws or laws
               for the relief of debtors by or against Borrower, Debtor, or any
               Guarantor; or the appointment of a receiver, trustee, court
               appointee, sequestrator or otherwise, for all or any part of the
               property of Borrower, Debtor, or any Guarantor; or

          (f)  Bank deems the margin of Collateral insufficient or itself
               insecure, in good faith believing that the prospect of payment of
               the Indebtedness or performance of this Agreement is impaired or
               shall fear deterioration, removal, or waste of Collateral.

     4.2  Upon the occurrence of any Event of Default, Bank may at its
          discretion and without prior notice to Debtor declare any or all of
          the Indebtedness to be immediately due and payable, and shall have and
          may exercise any one or more of the following rights and remedies:

          (a)  Exercise all the rights and remedies upon default, in foreclosure
               and otherwise, available to secured parties under the provisions
               of the Uniform Commercial Code and other applicable law;

          (b)  Institute legal proceedings to foreclose upon the lien and
               security interest granted by this Agreement, to recover judgment
               for all amounts then due and owing as Indebtedness, and to
               collect the same out of any Collateral or the proceeds of any
               sale of it;

          (c)  Institute legal proceedings for the sale, under the judgment or
               decree of any court of competent jurisdiction, of any or all
               Collateral; and/or

          (d)  Personally or by agents, attorneys, or appointment of a receiver,
               enter upon any premises where Collateral may then be located, and
               take possession of all or any of it and/or render it unusable;
               and without being responsible for loss or damage to such
               Collateral, hold, operate, sell, lease, or dispose of all or any
               Collateral at one or more public or private sales, leasings, or
               other dispositions, at places and times and on terms and
               conditions as Bank may deem fit, without any previous demand or
               advertisement; and except as provided in this Agreement, all
               notice of sale, lease or other disposition, and advertisement,
               and other notice or demand, any right or equity of redemption,
               and any obligation of a prospective purchaser or lessee to
               inquire as to the power and authority of Bank to sell, lease, or
               otherwise dispose of the Collateral or as to the application by
               Bank of the proceeds of sale or otherwise, which would otherwise
               be required by, or available to Debtor under, applicable law are
               expressly waived by Debtor to the fullest extent permitted.

               At any sale pursuant to this Section 4.2, whether under the power
               of sale, by virtue of judicial proceedings or otherwise, it shall
               not be necessary for Bank or a public officer under order of a
               court to have present physical or constructive possession of
               Collateral to be sold. The recitals contained in any conveyances
               and receipts made and given by Bank or the public officer to any
               purchaser at any sale made pursuant to this Agreement shall, to
               the extent permitted by applicable law, conclusively establish
               the truth and accuracy of the matters stated (including, without
               limit, as to the amounts of the principal of and interest on the
               Indebtedness, the accrual and nonpayment of it and advertisement
               and conduct of the sale); and all prerequisites to the sale shall
               be presumed to have been satisfied and performed. Upon any sale
               of any Collateral, the receipt of the officer making the sale
               under judicial proceedings or of Bank shall be sufficient
               discharge to the purchaser for the purchase money, and the
               purchaser shall not be obligated to see to the application of the
               money. Any sale of any Collateral under this Agreement shall be a
               perpetual bar against Debtor with respect to that Collateral.

     4.3  Debtor shall at the request of Bank, notify the account debtors or
          obligors of Bank's security interest in the Collateral and direct
          payment of it to Bank. Bank may, itself, upon the occurrence of any
          Event of Default so notify and direct any account debtor or obligor,

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     4.4  The proceeds of any sale or other disposition of Collateral authorized
          by this Agreement shall be applied by Bank first upon all expenses
          authorized by the Uniform Commercial Code and all reasonable attorney
          fees and legal expenses incurred by Bank; the balance of the proceeds
          of the sale or other disposition shall be applied in the payment of
          the Indebtedness, first to interest, then to principal, then to
          remaining Indebtedness and the surplus, if any, shall be paid over to
          Debtor or to such other person(s) as may be entitled to it under
          applicable law.

     4.5  Nothing in this Agreement is intended, nor shall it be construed, to
          preclude Bank from pursuing any other remedy provided by law for the
          collection of the Indebtedness or for the recovery of any other sum
          to which Bank may be entitled for the breach of this Agreement by
          Debtor. Nothing in this Agreement shall reduce or release in any way
          any rights or security interests of Bank contained in any existing
          agreement between Borrower, Debtor, or any Guarantor and Bank.

     4.6  No waiver of default or consent to any act by Debtor shall be
          effective unless in writing and signed by an authorized officer of
          Bank. No waiver of any default or forbearance on the part of Bank
          in enforcing any of its rights under this Agreement shall operate as
          a waiver of any other default or of the same default on a future
          occasion or of an rights.

     4.7  Debtor irrevocably appoints Bank or any agent of Bank (which
          appointment is coupled with an interest) the true and lawful attorney
          of Debtor (with full power of substitution) in the name, place and
          stead of, and at the expense of, Debtor:

          (a)  to demand, receive, sue for, and give receipts or acquittances
               for any moneys due or to become due on any Collateral and to
               endorse any item representing any payment on or proceeds of the
               Collateral;

          (b)  to execute and file in the name of and on behalf of Debtor all
               financing statements or other filings deemed necessary or
               desirable by Bank to evidence, perfect, or continue the security
               interests granted in this Agreement; and

          (c)  to do and perform any act on behalf of Debtor permitted or
               required under this Agreement.

     4.8  Upon the occurrence of an Event of Default, Debtor also agrees, upon
          request of Bank, to assemble the Collateral and make it available to
          Bank at any place designated by Bank which is reasonably convenient
          to Bank and Debtor.

5.   MISCELLANEOUS.

     5.1  Until Bank is advised in writing by Debtor to the contrary, all
          notices, requests and demands required under this Agreement or by law
          shall be given to, or made upon, Debtor at the first address
          indicated in Section 5.15 below.

     5.2  Debtor will give bank not less than 90 days prior written notice of
          all contemplated changes in Debtor's name, chief executive office
          location, and/or location of any Collateral, but the giving of this
          notice shall not cure any Event of Default caused by this change.

     5.3  Bank assumes no duty of performance or other responsibility under any
          contracts contained within the Collateral.

     5.4  Bank has the right to sell, assign, transfer, negotiate or grant
          participations or any interest in, any or all of the Indebtedness and
          any related obligations, including without limit this Agreement. In
          connection with the above, but without limiting its ability to make
          other disclosures to the full extent allowable, Bank may disclose all
          documents and information which Bank now or later has relating to
          Debtor, the Indebtedness or this Agreement, however obtained. Debtor
          further agrees that Bank may provide information relating to this
          Agreement or relating to Debtor to the Bank's parent, affiliates,
          subsidiaries, and service providers.

     5.5  "Intentionally Deleted."

     5.6  Debtor waives any right to require the Bank to: (a) proceed against
          any person or property; (b) give notice of the terms, time and place
          of any public or private sale of personal property security held from
          Borrower or any other person, or otherwise comply with the provisions
          of Section 9-504 of the Uniform Commercial Code; or (c) pursue any
          other remedy in the Bank's power. Debtor waives notice of acceptance
          of this Agreement and presentment, demand, protest, notice of protest,
          dishonor, notice of dishonor, notice of default, notice of intent to
          accelerate or demand payment of any Indebtedness, any and all other
          notices to which the undersigned might otherwise be entitled, and
          diligence in collecting any Indebtedness, and agree(s) that the Bank
          may, once or any number of times, modify the terms of any
          Indebtedness, compromise, extend, increase, accelerate, renew or
          forbear to enforce payment of any or all Indebtedness, or permit
          Borrower to incur additional Indebtedness, all without notice to
          Debtor and without affecting in any manner the unconditional
          obligation of Debtor under this Agreement. Debtor unconditionally and
          irrevocably waives each and every defense and setoff of any nature
          which, under principles of guaranty or otherwise, would operate to
          impair or diminish in any way the obligation of Debtor under this
          Agreement, and acknowledges that such waiver is by this reference
          incorporated into each security agreement, collateral assignment,
          pledge and/or other document from Debtor now or later securing the
          Indebtedness, and acknowledges that as of the date of this Agreement
          no such defense or setoff exists.

     5.7  Debtor waives any and all rights (whether by subrogation, indemnity,
          reimbursement, or otherwise) to recover from Borrower any amounts
          paid or the value of any Collateral given by Debtor pursuant to this
          Agreement.

     5.8  In the event that applicable law shall obligate Bank to give prior
          notice to Debtor of any action to be taken under this Agreement,
          Debtor agrees that a written notice given to Debtor at least five days
          before the date of the act shall be reasonable notice of the act
          and, specifically, reasonable notification of the time and place of
          any public sale or of the time after which any private sale, lease,
          or other disposition is to be made, unless a shorter notice period is
          reasonable under the circumstances. A notice shall be deemed to be
          given under this Agreement when delivered to Debtor or when placed in
          an envelope addressed to Debtor and deposited, with postage prepaid,
          in a post office or official depository under the exclusive care and
          custody of the United States Postal Service or delivered to an
          overnight courier. The mailing shall be by overnight courier,
          certified, or first class mail.

     5.9  Notwithstanding any prior revocation, termination, surrender, or
          discharge of this Agreement in whole or in part, the effectiveness of
          this Agreement shall automatically continue or be reinstated in the
          event that any payment received or credit given by Bank in respect of
          the Indebtedness is returned, disgorged, or rescinded under any
          applicable law, including, without limitation, bankruptcy or
          insolvency laws, in which case this Agreement, shall be enforceable
          against Debtor as if the returned, disgorged, or rescinded payment or
          credit had not been received or given by Bank, and whether or not Bank
          relied upon this payment or credit or changed its position as a
          consequence of it, in the event of continuation or reinstatement of
          this Agreement, Debtor agrees upon demand by Bank to execute and
          deliver to Bank those documents which Bank determines are appropriate
          to further evidence (in the public records and otherwise) this
          continuation or reinstatement, although the failure of Debtor to do so
          shall not affect in any way the reinstatement or continuation.

     5.10 This Agreement and all the rights and remedies of Bank under this
          Agreement shall inure to the benefit of Bank's successors and assigns
          and to any other holder who derives from Bank title to or an interest
          in the Indebtedness or any portion of it, and shall bind Debtor and
          the heirs, legal representatives, successors, and assigns of Debtor.
          Nothing in this Section 5.10 is deemed a consent by Bank to any
          assignment by Debtor.

     5.11 If there is more than one Debtor, all undertakings, warranties and
          covenants made by Debtor and all rights, powers and authorities given
          to of conferred upon Bank are made or given jointly and severally.

     5.12 Except as otherwise provided in this Agreement, all terms in this
          Agreement have the meanings assigned to them in Division 9 (or,
          absent definition in Division 9, in any other Division) of the
          Uniform Commercial Code, as of the date of this Agreement. "Uniform
          Commercial Code" means the California Uniform Commercial Code; as
          amended.


<PAGE>   5
     5.13 No single or partial exercise, or delay in the exercise, of any right
          or power under this Agreement, shall preclude other or further
          exercise of the rights and powers under this Agreement. The
          unenforceability of any provision of this Agreement shall not affect
          the enforceability of the remainder of this Agreement. This Agreement
          constitutes the entire agreement of Debtor and Bank with respect to
          the subject matter of this Agreement. No amendment or modification of
          this Agreement shall be effective unless the same shall be in
          writing and signed by Debtor and an authorized officer of Bank. This
          Agreement shall be governed by and construed in accordance with the
          internal laws of the State of California, without regard to conflict
          of laws principles.

     5.14 To the extent that any of the Indebtedness is payable upon demand,
          nothing contained in this Agreement shall modify the terms and
          conditions of that Indebtedness nor shall anything contained in this
          Agreement preclude that from making deemed, without notice and with
          or without reason, for immediate payment of any or all of that
          Indebtedness at any time(s), whether or not an Event of Default has
          occurred.

     5.15 Debtor's chief executive office is located and shall be maintained at

          333 W. Santa Clara St., Ste 930
          -------------------------------
          STREET ADDRESS


          San Jose             CA                  95113
          ---------------------------------------------------------------------
          CITY                STATE               ZIP CODE        COUNTY

          If Collateral is located at other than the chief executive office,
          such Collateral is located and shall be maintained at

          ---------------------------------------------------------------------
          STREET ADDRESS


          ---------------------------------------------------------------------
          CITY                STATE               ZIP CODE        COUNTY

          Collateral shall be maintained only at the locations identified in
          this Section 3.75.

     5.16 A  carbon, photographic or other reproduction of this Agreement shall
          be sufficient as a financing statement under the Uniform Commercial
          Code and may be filed by Bank in any filing office.

     5.17 This Agreement shall be terminated only by the filing of a
          termination statement in accordance with the applicable provisions of
          the Uniform Commercial Code, but the obligations contained in Section
          2.14 of this Agreement shall survive termination.

4.   DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
     CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
     CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
     THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
     WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE
     PERFORMANCE OR ENFORCEABILITY OF, OR IN ANY WAY RELATED TO, THIS
     AGREEMENT OR THE INDEBTEDNESS.

7.   Special Provisions Applicable to this Agreement. (none, if left blank)



                    DEBTOR:       ANTHONY RONALD WILLIAMS
                             ------------------------------------
                             DEBTOR NAME TITLE/PRINTED

                    By:      /s/  ANTHONY RONALD WILLIAMS
                             ------------------------------------
                             SIGNATURE OF Anthony Ronald Williams

                    Its:
                             ---------------------------------
                             TITLE (if applicable)


                    By:
                             ------------------------------------
                             SIGNATURE OF

                    Its:
                             ---------------------------------
                             TITLE (if applicable)


                    By:
                             ------------------------------------
                             SIGNATURE OF

                    Its:
                             ---------------------------------
                             TITLE (if applicable)


                    By:
                             ------------------------------------
                             SIGNATURE OF

                    Its:
                             ---------------------------------
                             TITLE (if applicable)


Borrower(s):

Bay Area Media, Inc.