EXHIBIT 10.28

                               SECURITY AGREEMENT

         THIS SECURITY  AGREEMENT  ("Agreement")  is dated as of the 31st day of
January, 1997, by and between CAMPUS VOICE, L.L.C., a Delaware limited liability
company  ("Borrower"),  and SIRROM  INVESTMENTS,  INC., a Tennessee  corporation
("Lender").

                                   WITNESSETH:

         WHEREAS,  Lender is  making  certain  loans  evidenced  by that  Senior
Secured  Promissory  Note of this date made by Borrower  payable to the order of
Lender in the  original  principal  amount of $660,000,  by that Junior  Secured
Promissory  Note of this date made by  Borrower  payable  to the order of SCCGS,
Inc., now held by Lender in the original  principal  amount of $300,000,  and by
that Second Junior Secured Promissory Note of this date made by Borrower payable
to the order of SCCGS, Inc., now held by Lender in the original principal amount
of  $1,263,222.83  (collectively  the  "Loan"),  pursuant to that  certain  Loan
Agreement  of even date  herewith by and between  Borrower and Lender (the "Loan
Agreement"); and

         WHEREAS,  in order to secure the Loan,  Lender  desires to obtain  from
Borrower and Borrower desires to grant to Lender a security  interest in certain
collateral more particularly described below.

                                   AGREEMENT:

         NOW,  THEREFORE,  in consideration of the foregoing  premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         1.  Grant of  Security  Interest.  Borrower  hereby  grants to Lender a
security interest in the following  described  property and any and all proceeds
and products thereof and accessions thereto (collectively the "Collateral"):

               (a)  Equipment.  All  equipment  of  Borrower  of  any  kind  and
          description,  whether now owned or  hereafter  acquired  and  wherever
          located,  together with all parts, accessories and attachments and all
          replacements thereof and additions thereto;

               (b)  Inventory,  Accounts,  Contract  Rights,  Chattel  Paper and
          General  Intangibles.  All of Borrower's  inventory and any agreements
          for  lease  of same  and  rentals  therefrom,  and  all of  Borrower's
          accounts,  accounts  receivable,  contract  rights,  chattel paper and
          general  intangibles  and  the  proceeds  therefrom,  whether  now  in
          existence or owned or hereafter  arising or acquired,  entered into or
          created,  and wherever located; and whether held for lease or sale, or
          furnished or to be furnished under contracts of service;


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               (c) Trademarks, Etc. All trademarks and service marks now held or
          hereafter  acquired by Borrower,  both those that are registered  with
          the United  States Patent and  Trademark  Office and any  unregistered
          marks  used  by  Borrower  in the  United  States,  and  trade  dress,
          including  logos and designs,  in connection with which any such marks
          are used, together with all registrations regarding such marks and the
          rights to  renewals  thereof,  and the  goodwill  of the  business  of
          Borrower symbolized by such marks;

               (d) Copyrights.  All copyrights now held or hereafter acquired by
          Borrower and any  applications for U.S.  copyrights  hereafter made by
          Borrower; and

               (e) Proprietary Information,  Computer Data, Etc. All proprietary
          information  and trade  secrets of Borrower with respect to Borrower's
          business and all of Borrower's  computer  programs and the information
          contained  therein and all  intellectual  property rights with respect
          thereto.

         2. Secured  Indebtedness.  The obligations secured hereby shall include
(a) the Loan to be made concurrently or in connection with this Agreement or the
Loan Agreement as evidenced by the promissory  notes  described above payable to
the  order  of  Lender  that  shall  be due and  payable  as set  forth  in such
promissory  notes,  and any  renewals or  extensions  thereof,  (b) the full and
prompt  payment and  performance of any and all other  indebtednesses  and other
obligations  of  Borrower to Lender,  direct or  contingent  (including  but not
limited to  obligations  incurred as  indorser,  guarantor  or surety),  however
evidenced or denominated,  and however and whenever incurred,  including but not
limited to indebtednesses  incurred pursuant to any present or future commitment
of Lender to  Borrower  and (c) all  future  advances  made by Lender for taxes,
levies,  insurance and  preservation of the Collateral and all attorney's  fees,
court costs and expenses of whatever kind  incident to the  collection of any of
said indebtedness or other obligations and the enforcement and protection of the
security interest created hereby.

         3.  Representations,  Warranties and  Agreements of Borrower.  Borrower
represents, warrants and agrees as follows:

               (a) Borrower will promptly notify Lender, in writing,  of any new
          place or places of business if the Collateral is used in business,  or
          of any change in Borrower's residence if the Collateral is not used in
          business,  and regardless of use, of any change in the location of the
          Collateral or any records pertaining thereto.  Borrower's  inadvertent
          failure to notify  Lender shall not be considered a default under this
          Agreement unless, in Lender's reasonable judgment, the failure results
          in  Lender's  not  being  perfected  in  a  material  portion  of  the
          Collateral.

               (b) Except as set forth on Schedule  3(b) hereto and as permitted
          in the Loan  Agreement  (the  "Permitted  Liens") (this warranty being
          made  to  the  best  of   Borrower's   knowledge   based  on  Lender's
          representations to Borrower in a Bill of Sale and Agreement dated this
          date),  Borrower is the owner of the Collateral  free and clear of any
          liens and


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<PAGE>

          security  interests.  Borrower will defend the Collateral  against the
          claims and  demands of all  persons  other  than  Permitted  Liens (as
          defined in the Loan Agreement).

               (c)  Borrower  will at all  times  keep  the  Collateral  insured
          against all insurable  hazards in amounts equal to the full cash value
          of the  Collateral  or  such  lesser  amount  as may be  customary  in
          Borrower's industry.  Such insurance shall be in such companies as may
          be acceptable to Lender,  with  provisions  satisfactory to Lender for
          payment  of all  losses  thereunder  to  Lender as its  interests  may
          appear.  If required by Lender,  Borrower  shall  deposit the policies
          with Lender.  If any Event of Default under the Loan Agreement exists,
          any money received by Lender under said policies may be applied to the
          payment of any  indebtedness  secured  hereby,  whether or not due and
          payable,  or at Lender's option may be delivered by Lender to Borrower
          for the purpose of repairing or restoring the  Collateral.  Subject to
          the  existence  of an  Event of  Default  under  the  Loan  Agreement,
          Borrower  assigns to Lender all right to receive proceeds of insurance
          on the Collateral not exceeding the amounts  secured  hereby,  directs
          any  insurer to pay all  proceeds  directly  to Lender,  and  appoints
          Lender Borrower's  attorney in fact to endorse any draft or check made
          payable  to  Borrower  in  order  to  collect  the  benefits  of  such
          insurance.  If  Borrower  fails  to keep  the  Collateral  insured  as
          required  by  Lender,  Lender  shall  have the  right to  obtain  such
          insurance at Borrower's  expense and add the cost thereof to the other
          amounts secured hereby.

               (d)  Borrower   will  pay  all  costs  of  filing  of  financing,
          continuation  and termination  statements with respect to the security
          interests  created  hereby,  and Lender is authorized to do all things
          that it deems  necessary  to perfect and  continue  perfection  of the
          security interests created hereby and to protect the Collateral.

               (e) The  address  set forth after  Borrower's  signature  on this
          Agreement is Borrower's  chief executive  office and it, together with
          the following  addresses are the locations  where  Collateral  and the
          place where the records  concerning all  intangible  Collateral may be
          kept and/or maintained in addition to colleges, universities and other
          locations  at which  advertising  boards may be  located  from time to
          time:

                  ___________________________________
                  ____________, Virginia

                  ___________________________________
                  _____________, Oregon

                  ___________________________________
                  _____________, New York

                  ___________________________________
                  _____________, California


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<PAGE>

         4. Default.  Borrower shall be in default hereunder upon the occurrence
and continuation of an Event of Default under the Loan Agreement.

         5. Remedies Upon Default. Upon default hereunder as provided in Section
4 above,  all sums secured  hereby shall  immediately  become due and payable at
Lender's  option without  notice to Borrower,  and Lender may proceed to enforce
payment of same and to exercise any and all rights and remedies  provided by the
Uniform  Commercial  Code  (Tennessee) or other  applicable  law, as well as all
other rights and remedies possessed by Lender, all of which shall be cumulative.
Whenever Borrower is in default hereunder,  and upon demand by Lender,  Borrower
shall  assemble  the  Collateral  and make it  available  to  Lender  at a place
reasonably convenient to Lender and Borrower. Any notice of sale, lease or other
intended disposition of the Collateral by Lender sent to Borrower at the address
hereinafter  set forth,  or at such other address of Borrower as may be shown on
Lender's records, at least five (5) days prior to such action,  shall constitute
reasonable notice to Borrower.

         Lender may waive any default before or after the same has been declared
without  impairing  its right to declare a subsequent  default  hereunder,  this
right being a continuing one.

         6.  Severability.  If any provision of this  Agreement is held invalid,
such invalidity shall not affect the validity or enforceability of the remaining
provisions of this Agreement.

         7.  Binding  Effect.  This  Agreement  shall  inure to the  benefit  of
Lender's   successors   and   assigns   and   shall   bind   Borrower's   heirs,
representatives,  successors  and assigns.  If Borrower is composed of more than
one person, firm and/or entity,  their obligations  hereunder shall be joint and
several.

         8. Financial  Reporting.  Lender shall have the right,  at any time, by
its own auditors,  accountants  or other agents,  to examine or audit any of the
books and  records of  Borrower,  or the  Collateral,  all of which will be made
available upon request. Such accountants or other representatives of Lender will
be permitted to make any  verification  of the  existence of the  Collateral  or
accuracy of the records that Lender deems  necessary or proper.  Any  reasonable
expenses incurred by Lender in making such examination, inspection, verification
or audit  shall be paid by  Borrower  promptly on demand and shall be secured by
the security interest granted hereby.

         9. Termination  Statement.  Borrower agrees that,  notwithstanding  the
payment in full of all  indebtedness  secured hereby and whether or not there is
any outstanding  obligation of Lender to make future advances,  Lender shall not
be  required  to send  Borrower  a  termination  statement  with  respect to any
financing statement filed to perfect Lender's security interest(s) in any of the
Collateral,  unless and until Borrower shall have made written demand  therefor.
Upon  receipt of proper  written  demand,  Lender may at its option,  in lieu of
sending a termination statement to Borrower, cause said termination statement to
be filed with the appropriate filing officer(s).


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<PAGE>

         10.  Protection  of  Collateral.  Borrower will not permit any liens or
security  interests other than those created by this Agreement and the Permitted
Liens (as defined in the Loan Agreement) to attach to any of the Collateral, nor
permit any of the  Collateral  to be levied  upon under any legal  process,  nor
permit anything to be done that may impair the security  intended to be afforded
by this Agreement,  nor permit any tangible  Collateral to become attached to or
commingled with other goods without the prior written consent of Lender.

         11. Special  Agreements  With Respect to Certain  Tangible  Collateral.
Borrower additionally agrees and warrants as follows:

               (a) Borrower will not permit any of the  Collateral to be removed
          from the locations  specified herein,  except for temporary periods in
          the ordinary course of business,  without the prior written consent of
          Lender,  and will permit Lender to inspect the Collateral at any time;
          provided,  however,  that if Borrower wishes to store Collateral at an
          additional location for purposes that are not merely temporary, it may
          do so by giving  written notice to Lender and executing such documents
          as Lender may require to assure the  continuation of the perfection of
          Lender's security interest in the relocated collateral;

               (b)  Borrower  represents  that  the  Collateral   consisting  of
          advertising  boards  will be placed in  various  jurisdictions  in the
          ordinary  course of business and agrees to provide  Lender with a list
          of the locations thereof from time to time upon Lender's request.

               (c) Borrower will not sell, exchange,  lease or otherwise dispose
          of any of the  Collateral  or any interest  therein  without the prior
          written  consent of  Lender,  except for  dispositions  of  immaterial
          amounts of Collateral in the ordinary course of business.

               (d) Borrower  will keep the material  items of the  Collateral in
          good condition and repair and will pay and discharge all taxes, levies
          and other impositions levied thereon as well as the cost of repairs to
          or maintenance  of same, and will not permit  anything to be done that
          may impair the value of any of the  Collateral.  If Borrower  fails to
          pay such sums,  Lender may do so for  Borrower's  account  and add the
          amount thereof to the other amounts secured hereby.

               (e) Borrower will not allow the Collateral to be attached to real
          estate in such  manner  as to  become a fixture  or a part of any real
          estate.

         12. Special  Agreements With Respect to Intangible and Certain Tangible
Collateral. Borrower additionally warrants and agrees as follows:

               (a) So long as  Borrower  is not in default  hereunder,  Borrower
          shall have the right to process and sell  Borrower's  inventory in the
          regular course of business. Lender's security interest hereunder shall
          attach  to all  proceeds  of all  sales or other  dispositions  of the
          Collateral.  If at any time any such proceeds  shall be represented by
          any instruments, chattel


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<PAGE>

          paper or documents of title, then such  instruments,  chattel paper or
          documents  of title shall be promptly  delivered to Lender and subject
          to  the  security  interest  granted  hereby.  If at any  time  any of
          Borrower's  inventory is  represented  by any document of title,  such
          document of title will be delivered  promptly to Lender and subject to
          the security interest granted hereby.

               (b) By the  execution  of this  Agreement,  Lender  shall  not be
          obligated  to do or perform any of the acts or things  provided in any
          contracts covered hereby that are to be done or performed by Borrower,
          but if there is a default by Borrower in the payment of any amount due
          in respect of any indebtedness secured hereby, then Lender may, at its
          election,  perform  some or all of the  obligations  provided  in said
          contracts  to be  performed  by  Borrower,  and if Lender  incurs  any
          liability or expenses by reason thereof,  the same shall be payable by
          Borrower upon demand and shall also be secured by this Agreement.

               (c) At  any  time  after  Borrower  is in  default  hereunder  as
          provided  in Section 4 hereof,  Lender  shall have the right to notify
          the account  debtors  obligated on any or all of  Borrower's  accounts
          receivable  to make payment  thereof  directly to Lender,  and to take
          control of all proceeds of any such  accounts  receivable.  Until such
          time as Lender  elects to  exercise  such right by mailing to Borrower
          written  notice  thereof,  Borrower  is  authorized,  as  agent of the
          Lender, to collect and enforce said accounts receivable.

         13. Power of Attorney.  Borrower  hereby  constitutes the Lender or its
designee,  as Borrower's  attorney-in-fact  with power,  upon the occurrence and
during the continuance of an Event of Default, to endorse Borrower name upon any
notes, acceptances,  checks, drafts, money orders, or other evidences of payment
or Collateral that may come into either its or the Lender's possession;  to sign
the name of  Borrower  on any  invoice or bill of lading  relating to any of the
accounts receivable, drafts against customers,  assignments and verifications of
accounts receivable and notices to customers;  to send verifications of accounts
receivable;  to notify the Post  Office  authorities  to change the  address for
delivery  of mail  addressed  to  Borrower  to such  address  as the  Lender may
designate; to execute any of the documents referred to in Section 3(e) hereof in
order to perfect and/or maintain the security interests and liens granted herein
by Borrower to the Lender;  to do all other acts and things  necessary  to carry
out this  Security  Agreement.  All acts of said attorney or designee are hereby
ratified and approved, and said attorney or designee shall not be liable for any
acts of commission or omission  (other than acts of gross  negligence or willful
misconduct), nor for any error of judgment or mistake of fact or law; this power
being  coupled  with an interest  is  irrevocable  until all of the  obligations
secured  hereby are paid in full and any and all  promissory  notes  executed in
connection therewith are terminated and satisfied.

         14.  Governing Law and  Amendments.  This Agreement and all of the Loan
Documents  shall be  construed  and  enforced  under  the  laws of the  State of
Tennessee  applicable  to  contracts to be wholly  performed  in such State.  No
amendment or modification hereof shall be effective except in a writing executed
by each of the parties hereto.


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<PAGE>

         15. Survival of Representations and Warranties. All representations and
warranties  contained  herein or made by or furnished on behalf of the Borrowers
in  connection  herewith  shall  survive  the  execution  and  delivery  of this
Agreement.

         16.  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts   and  by   different   parties  to  this   Agreement  in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement.

         17.  Construction  and  Interpretation.  Should any  provision  of this
Agreement  require  judicial  interpretation,  the parties hereto agree that the
court interpreting or construing the same shall not apply a presumption that the
terms hereof shall be more strictly construed against one party by reason of the
rule of construction  that a document is to be more strictly  construed  against
the party that itself or through its agent  prepared  the same,  it being agreed
that the Borrower,  Lender and their respective  agents have participated in the
preparation hereof.

         IN WITNESS  WHEREOF,  Borrower and Lender have executed this Agreement,
or have caused this Agreement to be executed as of the date first above written.

                                 BORROWER:

                                 CAMPUS VOICE, L.L.C.


                                 By: /s/ Bruce L. Resnik
                                     ---------------------------------------
                                 Title: Secretary
                                       -------------------------------------

                                 Address:   149 Fifth Avenue, 11th Floor
                                           ---------------------------------
                                            New York, NY 10010
                                           ---------------------------------

                                           ---------------------------------



                                 LENDER:

                                 SIRROM INVESTMENTS, INC.


                                 By: /s/ Jeff Armstrong
                                     ---------------------------------------
                                 Title: VP
                                       -------------------------------------


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<PAGE>

                                  SCHEDULE 3(b)

                                     (Liens)

                                      NONE


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