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                                                                [EXECUTION COPY]

                           BORROWER SECURITY AGREEMENT

         BORROWER SECURITY AGREEMENT, dated as of November 3, 1999, between TRI-
LINKS INVESTMENT TRUST (the "Lender") and PICK SAT,. INC. (the "Borrower").

                                    RECITALS

         A. The Lender and the Borrower are parties to that certain Loan
Agreement (the "Loan Agreement"), dated as of November 3, 1999, pursuant to
which the Lender agreed to make certain loans to the Borrower.

         B. It is a condition to the obligation of the Lender to make Loans to
the Borrower under the Loan Agreement that the Lender and the Borrower enter
into this Agreement.

         C. The Lender and the Borrower now wish to enter into this Agreement to
secure the Lender's interest in the Obligations.

                                    AGREEMENT

         In consideration of the premises and the mutual covenants and the
mutual agreements herein set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:

                                    ARTICLE I

                                  Defined Terms

         Section 1.01. Certain Defined Terms. Unless otherwise defined herein,
capitalized terms used but not otherwise defined in this Agreement have the
meaning given to them in the Loan Agreement. In addition, the following terms
have the following meanings:

                  "Accounts" means all presently existing and hereafter arising
         accounts, contract rights and all other debts and obligations owing to
         the Borrower, including, without limitation, those arising out of the
         sale or lease of goods or the rendition of services by the Borrower,
         whether or not earned by performance, including receivables, all credit
         insurance, guaranties and other security therefor and enhancements
         thereof, as well as all goods returned to or reclaimed by the Borrower,
         and the Borrower's books and records (both hard copy and electronic)
         relating to any and all of the foregoing.

                  "Action" against a Person means an action, suit,
         investigation, complaint, litigation, arbitration, contest, hearing,
         inquiry, inquest, audit, examination or other proceeding threatened or
         pending against or affecting the Person or its property, whether civil,
         criminal, administrative, investigative or appellate, in law or equity
         before any arbitrator or Governmental Body.

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                  "Code" means the New York Uniform Commercial Code, as set
         forth in N.Y. U.C.C. Lawss.1-101, et seq. (McKinney 1990), as amended
         from time to time.

                  "Collateral" means all of the following: Accounts; Equipment;
         General Intangibles; Inventory; Investment Property; Negotiable
         Collateral; Vehicles; Deposit Accounts; Fixtures;.any money or other
         assets of the Borrower; and all proceeds and products, whether tangible
         or intangible, of any of the foregoing, including proceeds of insurance
         covering any or all of the Collateral, and any and all Accounts,
         Equipment, General Intangibles, Inventory, Investment Property,
         Negotiable Collateral, money, Deposit Accounts or other tangible or
         intangible property resulting from the sale or other disposition of the
         Collateral, or any portion thereof or interest therein, and the
         proceeds thereof.

                  "Contract" means any agreement, contract, license, lease
         (including, without limitation, subleases, sale-leaseback agreements
         and similar arrangements), instrument, document, note, bond, mortgage,
         indenture, guarantee, or other legally binding commitment or
         obligation, whether or not written, each as amended or modified from
         time to time, including, without limitation all Mexican cable
         contracts.

                  "Copyright Licenses" means (a) any agreement, written or oral,
         naming the Borrower as licensor or licensee, granting any right in or
         to any Copyright or copyright registration in the United States or any
         foreign country, including, without limitation, any thereof referred to
         on Part I of Schedule 4. 10 hereto, or (b) any and all present and
         future agreements, including, without limitation, assignments and
         consents, as any such agreements may from time to time be amended or
         supplemented, pursuant to which the Borrower now has or hereafter
         acquires any direct or indirect beneficial interest in any Copyright,
         or is a grantor of rights to any third party with respect to any
         Copyright, whether as a party to any such agreement or as an assignee
         of any rights under any such agreement, including, without limitation,
         any thereof referred to on Part I of Schedule 4. 10 hereto, excluding,
         however, non-exclusive computer software licenses.

                  "Copyrights" means (a) the copyrights in all original works of
         authorship fixed in any tangible medium of expression, including,
         without limitation, any thereof referred to on Part I of Schedule 4. 10
         hereto, including, without limitation, all databases, source codes,
         object codes and manuals, whether published or unpublished, now or
         hereafter existing, in the United States and all foreign countries, and
         all applications, registrations, renewals, extensions and recordings
         relating thereto filed in the United States Copyright Office or in any
         other governmental office or agency in the United States or elsewhere,
         in each case in which the Borrower has any right, title or interest,
         and all other rights which the Borrower presently has or hereafter
         acquires pursuant to any Copyright License, including, without
         limitation, copyright assignments, exclusive and nonexclusive licenses,
         and (b) all right, title and interest of the Borrower in all physical
         materials

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         embodying works with respect to which the Borrower owns or holds rights
         in any Copyrights or Copyright Licenses.

                  "Deposit Account" means a demand, time, savings, passbook or
         similar account maintained with a bank, other than Investment Property
         or an account evidenced by an Instrument.

                  "Equipment" means all of Borrower's present and hereafter
         acquired equipment, machinery, machine tools, motors, furniture,
         furnishings, fixtures, motor vehicles, rolling stock, processors,
         tools, parts, dies, jigs, goods (other than consumer goods, farm
         products or Inventory), wherever located, and any interest of Borrower
         in any of the foregoing and all attachments, accessories, accessions,
         replacements, substitutions, additions and improvements to any of
         foregoing, wherever located.

                  "Fixtures" means goods that have become so related to
         particular real property that an interest in them arises under real
         property law.

                  "General Intangibles" means all of Borrower's present and
         future general intangibles and other personal property (including
         contract rights, rights arising under common law, statutes or
         regulations, licenses, franchises, Payment Intangibles, choses or
         things in action, goodwill, Patents, Patent Licenses and Patent
         applications, trade names, Trademarks, Trademark Licenses and trademark
         applications, service marks, Copyrights, Copyright Licenses and
         Copyright applications, trade secrets, blueprints, drawings,
         intellectual property of any nature whatsoever, purchase orders,
         customer lists, monies due or recoverable from pension funds, monies
         due under any royalty or licensing agreements, route lists,
         infringement claims, computer programs, computer discs, source codes,
         computer tapes, literature, reports, catalogs, deposit accounts,
         insurance premium rebates, tax refunds and tax refund claims) other
         than goods and Accounts, and Borrower's books and records relating to
         any of the foregoing.

                  "Governmental Body" means any agency, bureau, commission,
         court, department, official, political subdivision, tribunal or other
         instrumentality of any government, whether federal, state or local,
         domestic or foreign.

                  "Instrument" means a negotiable instrument or any other
         writing that evidences a right to the payment of a monetary obligation,
         is not itself a security agreement or lease, and is of a type that in
         ordinary course of business is transferred by delivery with any
         necessary endorsement or assignment.

                  "Inventory" means all present and future inventory in which
         Borrower has any interest, including goods held for sale or lease or to
         be furnished under a contract of service, Borrower's present and future
         raw materials, work in process, finished goods and materials used in or
         consumed in Borrower's business, goods which have been returned

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         to, repossessed by or stopped in transit by Borrower, packing and
         shipping materials, wherever located, any documents of title
         representing any of the above, and Borrower's books and records
         relating to any of the foregoing.

                  "Investment Property" means all of Borrower's present and
         future certificated and uncertificated securities, securities
         entitlements, securities accounts, commodity accounts and commodity
         contracts.

                  "Negotiable Collateral" means all of Borrower's present and
         future letters of credit, notes, drafts, Instruments, documents, leases
         and chattel paper and Borrower's books and records relating to any of
         the foregoing.

                  "Patent Licenses" means any agreement, whether written or
         oral, providing for the grant by the Borrower of any right to
         manufacture, use or sell any invention covered by a Patent, including,
         without limitation, any thereof referred to in Part II of Schedule 4.10
         hereto.

                  "Patents" means (a) all letters patent of the United States
         and all reissues and extensions thereof, including, without limitation,
         any thereof referred to in Part II of Schedule 4.10 hereto, and (b) all
         applications for letters patent of the United States and all divisions,
         continuations and continuations-in-part thereof or any other country,
         including, without limitation, any thereof referred to in Part II of
         Schedule 4.10 hereto.

                  "Payment Intangible" means a general intangible under which
         the account debtor's principal obligation is a monetary obligation.

                  "Pledged Accounts" has the meaning stated in Section 3.05(b).

                  "Regulation" means each applicable law, rule, regulation,
         order or recommendation (or any change in its interpretation or
         administration) by any Governmental Body, central bank or comparable
         agency and any request or directive (whether or not having the force of
         law) of any of those Persons and each writ, judgment, injunction,
         order, decree or award of any arbitrator or Governmental Body.

                  "Trademark Licenses" means any agreement, written or oral,
         providing for the grant by the Borrower of any right to use any
         Trademark, including, without limitation, any thereof referred to in
         Part III of Schedule 4. 10 hereto.

                  "Trademarks" means (a) all trademarks, trade names, corporate
         names, company names, business names, fictitious business names, trade
         styles, service marks, logos and other source or business identifiers,
         and the goodwill associated therewith, now existing or hereafter
         adopted or acquired, all registrations and recordings thereof, and all
         applications in connection therewith, whether in the United States
         Patent and Trademark

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         Office or in any similar office or agency or the United States, any
         State thereof of any other country or any political subdivision
         thereof, or otherwise, including, without limitation, any thereof
         referred to in Part III of Schedule 4. 10 hereto, and (b) all renewals
         thereof.

                  "Vehicles" means vehicles operated or driven upon a public
         highway and propelled by any power other than muscular power as set
         forth in N.Y. Veh. & Traf. Law ss. 125 (McKinney 1996), as amended.

                                   ARTICLE II

                                Grant of Security

         Section 2.01. Grant of Security. Borrower hereby grants to the Lender a
continuing security interest in all presently existing and hereafter acquired or
arising Collateral in order to secure prompt repayment of any and all
Obligations and in order to secure prompt performance by Borrower of each and
all of its covenants and duties under the Loan Documents. The Lender's security
interest in the Collateral shall attach to all Collateral without further act on
the part of the Lender or Borrower. Other than sales of Inventory to buyers in
the ordinary course of business, Borrower has no authority, express or implied,
to dispose of any item or portion of the Collateral, except as set forth in the
Loan Agreement.

         Section 2.02. Negotiable Collateral. In the event that any Collateral,
including proceeds, is evidenced by or consists of Negotiable Collateral,
Borrower shall, upon the request of the Lender, immediately endorse and assign
such Negotiable Collateral to the Lender and deliver physical possession of such
Negotiable Collateral to the Lender, unless prohibited to do so by the Atlantic
Tele-Network Agreement.

                                   ARTICLE III

        Borrower Remains Liable, Delivery of Collateral, Deposit Accounts

         Section 3.01. Borrower Remains Liable. Anything in this Agreement to
the contrary notwithstanding:

                  (a) Borrower Remains Liable. The Borrower shall remain liable
         to perform all its obligations (whether under the Contract, Negotiable
         Collateral or otherwise) under or in respect of the Collateral to the
         same extent as if this Agreement had not been executed.

                  (b) Borrower Not Released. The exercise by the Collateral
         Agent, the Agent or any Lender of any of their rights under any Loan
         Document shall not release the Borrower from any of those obligations,


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                  (c) Lender Not Liable. The Lender shall not have, by reason of
         any Loan Document, any obligation or liability under or in respect of
         any Collateral or any contract or agreement included in the Collateral.

                  (d) Lender Not Obligated to Perform. The Lender shall not be
         obligated to perform any of the obligations of the Borrower under or in
         respect of any Collateral or any other contract or agreement included
         in the Collateral or to take any action to collect or enforce any claim
         for payment assigned by this Agreement.

         Section 3.02. Delivery of Collateral.

         (a) Delivery of Collateral. All certificates and instruments, whether
negotiable or otherwise, representing or evidencing the Investment Property
shall be delivered to the Lender duly endorsed in blank or accompanied by
undated stock powers, instruments of transfer or undated assignments duly
executed in blank, in each case with signatures guaranteed and otherwise in form
and substance satisfactory to the Lender (the "Stock Powers"), or in the case of
non-negotiable Investment Property such Investment Property has been
re-registered in the Lender's name.

         (b) Re-Registration of Collateral. Upon the occurrence and during the
continuation of an Event of Default under the Loan Agreement, at the request of
the Lender, the Borrower shall promptly cause the Investment Property,
Negotiable Collateral or Instruments specified by the Lender to be registered in
the name of the Lender or in the name of the nominee or nominees specified by
the Lender.

         (c) Exchange of Certificates. The Lender may from time to time exchange
certificates or instruments representing or evidencing the Investment Property,
Negotiable Collateral or Instruments for replacement certificates or
instruments.

         Section 3.03 Notices and Analysis.

         (a) Notice to Account Debtors and Contracting, Parties. Upon the
occurrence of, and during the continuation of, an Event of Default, the Borrower
shall promptly notify account debtors on the Accounts, parties to the Contracts
and all other obligors in respect of any Collateral that the Accounts, Contracts
and all other Collateral have been assigned to the Lender. The Lender may in its
own name or in the name of others communicate with account debtors on the
Accounts, parties to the Contracts and the other obligors to verify with them to
its satisfaction the existence, amount and terms of any Accounts, Contracts or
other Collateral.

         (b) Analysis of Accounts. The Lender shall have the right to make test
verifications of the Accounts in any manner and through any medium that it
reasonable considers advisable, and the Borrower shall furnish all such
assistance and information as the Lender may require in connection therewith. At
any time and from time to time, upon the Lender's request and at the

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expense of the Borrower, the Borrower shall cause independent public accountants
or others satisfactory to the Lender to furnish to the Lender reports showing
reconciliations, aging and test verifications of, and trial balances for, the
Accounts.

         Section 3.04. Voting of Investment Property. Unless an Event of Default
shall have occurred and is continuing, the Borrower shall be entitled to
exercise any and all voting and other consensual rights pertaining to all or any
part of the Investment Property for any purpose not inconsistent with the terms
of this Agreement or any other Loan Document; provided, however, that the
Borrower shall not exercise or refrain from exercising any right if, in the
judgment of the Lender, the action would have a material adverse effect on the
value of all or any part of any Collateral or on the interest of the Borrower or
the Lenders in any Collateral. The Borrower shall give the Lender at least five
Business Days prior written notice of the manner in which it intends to
exercise, or the reasons for refraining from exercising, any such right.

         Section 3.05. Deposit Accounts.

         (a) No Other Accounts. The Borrower shall not, and shall not permit any
of its Subsidiaries to, own, open, establish, have or maintain any Deposit
Account other than the Pledged Accounts (as defined below).

         (b) Establishment of Pledged Accounts. There have been established by
the Borrower and its Subsidiaries on or prior to the date hereof the existing
bank accounts of the Borrower (collectively, the "Pledged Accounts"). The terms
and conditions of each of the Pledged Accounts shall at all times be in all
respects satisfactory to the Lender.

         (c) Reports and Documents. Promptly (but in no event later than 10
days) after the end of each calendar month, the Borrower shall deliver to the
Lender a certification from the Chief Financial Officer of the Borrower that all
deposits into the Pledged Accounts consist solely of Collateral or Proceeds of
Collateral. At the Lender's request, the Borrower shall deliver to the Lender
all original and other documents evidencing, and relating to, the agreements and
transactions which gave rise to such deposits, including, without limitation,
all original orders and invoices.

         (d) Turn-Over of Proceeds. All Proceeds of Collateral which are not
sent or delivered directly to a Pledged Account by an obligor, when collected by
the Borrower, whether consisting of checks, notes, drafts, bills of exchange,
money orders, commercial paper of any kind whatsoever, or other documents or
otherwise, received in payment of any Collateral or on account of any Collateral
shall be promptly deposited by the Borrower in the exact form received, except
for any endorsement by the Borrower to the Collateral Agent, if required, in a
Pledged Account, or shall be turned over to the Lender, and until so deposited
or turned over, shall be deemed to be held in trust by the Borrower for and as
the Lender's property and shall not be commingled with the Borrower's other
funds.


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         (e) Proceeds Remain Collateral. All Proceeds constituting collections
of Collateral while held by the Lender (or by the Borrower in trust for the
Lender) shall continue to be collateral security for all of the Obligations and
shall not constitute payment thereof until applied as hereinafter provided.

                                   ARTICLE IV

                 Representations and Warranties of the Borrower

         The Borrower hereby represents and warrants to the Lender as follows:

         Section 4.01. Power. The Borrower has good right and all necessary
power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby, including, without limitation, the granting of
the security interests, Liens and pledges in the Collateral to the Lender.

         Section 4.02. Authorization, Binding Effect. The execution and delivery
by the Borrower of this Agreement, the performance by the Borrower of its
obligations under this Agreement and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary corporate action.
No other proceedings on the part of the Borrower are necessary to approve and
adopt this Agreement or to approve the consummation of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Borrower and is a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.

         Section 4.03. Contravention. Neither the execution, delivery and
performance of this Agreement by the Borrower nor the consummation of the
transactions contemplated hereby will (with or without notice or lapse of time
or both) (a) conflict with, violate or breach any provision of the Borrower's
organizational documents or bylaws, (b) violate, conflict with or result in -a
breach of any Regulation, writ, judgment, injunction, order, decree or award of
any Governmental Body or any other Person by which the Borrower, any of the
Collateral or any of its other properties may be bound or affected, (c) conflict
with, result in a default under, or give rise to a right of termination,
cancellation, or acceleration or to a loss of a benefit under any Contract or
other material agreement to which the Borrower is a party or by which the
Borrower, the Collateral or any of its other properties may be bound or
affected, except under the Atlantic Tele-Network Agreement or (d) result in or
require the creation or imposition of any Lien on any Collateral or any of the
other properties now owned or hereafter acquired by the Borrower, except for the
Liens in favor of the Lender created by this Agreement.

         Section 4.04. Approvals. No authorization, consent, order or approval
of, notice to or registration or filing with, or any other action by any
Governmental Body or other Person, including any other party to a Contract,
except under the Atlantic Tele-Network Agreement (which consent has been
obtained by the Borrower), is required or advisable in connection with

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(a) the due execution and delivery by the Borrower of this Agreement, (b) the
consummation of the transactions contemplated by this Agreement, including the
granting of the security interests, Liens and pledges of the Collateral to the
Lender, (c) the perfection of the security interests, Liens and pledges granted
by this Agreement, (d) the performance by the Borrower of its obligations under
this Agreement, or (e) the exercise by the Lender of its rights and remedies
under this Agreement.

         Section 4.05. Title. The Borrower is and, with respect to Collateral to
be acquired, will be, the sole legal and beneficial owner of the Collateral,
free and clear of any Lien or option in favor of any other Person, except for
the Liens created by this Agreement and by the Atlantic Tele-Network Agreement
and the Borrower has good and marketable title to the Collateral. No security
agreement, financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording office, except
such as may have been filed in favor of the Lender relating to this Agreement,
except under the Atlantic Tele-Network Agreement.

         Section 4.06. Perfected First Priority Liens. The Liens granted
pursuant to this Security Agreement constitute, except for the Liens granted to
Atlantic Tele-Network, Inc., first priority perfected Liens in favor of the
Lender, and upon filing of appropriate UCC financing statements filed in
connection with such Liens, will, except for the Liens granted to Atlantic
Tele-Network, Inc., constitute first priority perfected Liens in favor of the
Lender, which Liens are and will, except for the Liens granted to Atlantic
Tele-Network, Inc., be prior to all other Liens on the Collateral and which are
enforceable as such against (a) all creditors of, and purchasers from, the
Borrower, (b) any owner or purchaser of the real property where any of the
Equipment is located, (c) any present or future creditor obtaining a Lien on
such real property or any of the Collateral, and (d) any other third party, and
all filings and other actions necessary or desirable to perfect and protect such
Liens and security interests have been duly made or taken.

         Section 4.07. Chief Place of Business. The chief place of business and
chief executive office of the Borrower are located at 8401 N.W. 53rd Terrace,
Miami, Florida 33166. The Borrower keeps all of its records concerning the
Collateral and the original copies of the Contracts only at that address.

         Section 4.08. Accounts, Negotiable Collateral, Instruments and General
Intangibles.

         (a) Bona Fide Accounts; Amounts. Each of the Accounts, Negotiable
Collateral, Instruments and General Intangibles arose from bona fide
transactions in the ordinary course of the Borrower's business and are current
and collectible net of any reserves shown on the Borrower's financial statements
(which reserves are adeqqate and were calculated consistent with past practice).
The amount represented by the Borrower to the Lender from time to time as owing
by each account debtor or by all account debtors in respect of the Accounts,
Negotiable Collateral, Instruments and General Intangibles will at such time be
the correct amount actually owing by such account debtor or debtors thereunder.
There exists no default under the Accounts,

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Negotiable Collateral, Instruments or General Intangibles by any party. The
Borrower has given notice to the issuer of each Instrument, Investment Property
and Negotiable Collateral existing on the date of this Agreement of the Lender's
security interest in such Collateral.

         (b) Delively to Lender. All of the certificates and instruments
representing or evidencing Negotiable Collateral and Instruments have been
endorsed, and/or issued and delivered to the Lender in accordance with Section
3.02. No amount payable to the Borrower under or in connection with any Account
is evidenced by any Instrument or Negotiable Collateral which has not been
delivered to the Lender.

         (c) Schedule. Schedule 4.08(c) sets forth a true, correct and complete
list and description of all (i) Accounts, (ii) Negotiable Collateral, (iii)
Instruments and (iv) General Intangibles, in each case, in which the Borrower
has an interest as of the date of the Agreement.

         Section 4.09. Contracts.

         (a) Legal, Valid and Binding. Each of the Contracts (i) has been duly
authorized, executed and delivered by the Borrower and, to the best of the
Borrower's knowledge, by the other parties thereto, and is in full force and
effect and (ii) constitutes the legal, valid and binding obligation of each of
the parties thereto.

         (b) Full Force and Effect. Each Contract will continue in full force
and effect following the transactions contemplated by this Agreement, including,
without limitation, the collateral assignment of the Contracts hereunder, in
each case without the breach of any terms or conditions of thereof, without the
forfeiture or impairment of any rights thereunder and without material penalty
or other material adverse consequence.

         (c) No Defaults, No Defenses. Except as set forth on Schedule 4.09(c),
there exists no breach or default (or event which with or without the lapse of
time or the giving of notice, or both, would constitute a breach or default)
under the Contracts by the Borrower, or to the Borrower's knowledge, any other
party thereto. The Borrower has fully performed all its obligations under each
Contract. The right, title and interest of the Borrower in, to and under each
Contract are not subject to any defense, offset, counterclaim or claim which
would materially adversely affect the value of such Contract as Collateral, nor
have any of the foregoing been asserted or alleged against the Borrower as to
any Contract.

         (d) Copies of Contracts; No Instruments. At the request of the Lender,
the Borrower will deliver to the Lender a complete and correct copy of each
Contract, including all amendments, supplements and other modifications thereto.
No amount payable to the Borrower under or in connection with any Contract is
evidenced by any Instrument or Negotiable Collateral which has not been
delivered to the Lender. Schedule 4.09(d) sets forth a true, correct and
complete list and description of all of the Contracts.


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         Section 4.10. Copyrights, Patents and Trademarks.

         (a) Schedules. Part I of Schedule 4.10 sets forth a true, correct and
complete list and description of all Copyrights and Copyright Licenses in which
the Borrower has an interest as of the date hereof. Part II of Schedule 4.10
sets forth a true, correct and complete list and description of all Patents and
Patent Licenses in which the Borrower has an interest as of the date hereof.
Part III of Schedule 4.10 sets forth a true, correct and complete list and
description of all Trademarks and Trademark Licenses in which the Borrower has
an interest as of the date hereof, in each case, including a list of all
jurisdictions in which such Proprietary Rights are registered or applied for and
all registration and application numbers, where applicable.

         (b) General. The Borrower has good and marketable title to each of the
interests created by the Proprietary Rights. All Proprietary Rights of the
Borrower are valid and in good standing and are in full force and effect. The
Borrower has not granted any options, licenses or agreements of any kind
relating to Proprietary Rights, including the marketing or distribution thereof.
Except as set forth on Schedule 4.10, the Borrower is not bound by or a party
to any options, licenses or agreements of any kind relating to the Proprietary
Rights of any other Person. There is no obligation or liability of the Borrower
with respect to any of the Proprietary Rights which is required to have been
paid or otherwise performed which has not been paid or otherwise performed in
full.

         (c) No Actions. Except as disclosed on Schedule 4.10, no Action is
pending (i) questioning or challenging the Borrower's title to, or right to use
such Proprietary Rights, (ii) seeking to limit, cancel or question the validity
of any Proprietary Right, or (iii) which, if adversely determined, would have a
material adverse effect on the value of any Proprietary Rights.

         Section 4.11. Investment Property.

         (a) Schedules. Part I of Schedule 4.11 sets forth a true, correct and
complete list and description of all of the Investment Property constituting
capital stock or other equity interests (the " Equity Interests ") and the
issuers thereof (the " Equity Issuers"). Part II of Schedule 4.11 sets forth a
true, correct and complete list and description of all of the Investment
Property constituting indebtedness (the "Debt Interests") and the issuers
thereof (the "Debt Issuers", and together with the Equity Issuers, the
"Issuers").

         (b) Equity Interests. Each of the Equity Interests is duly authorized,
validly issued, fully paid and non-assessable.

         (c) Debt Interests. Each of the Debt Interests is duly authorized,
validly issued and constitutes the legal, valid and binding obligation of the
Issuers thereof enforceable against each such Issuer in accordance with their
respective terms.


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         (d) No Other Securities or Interests. There are no (i) outstanding
capital stock or securities convertible into or exchangeable or exercisable for
any shares of capital stock or securities of any Equity Issuer, (ii) outstanding
rights to subscribe for or to purchase, or any options for the purchase of, or
any calls, commitments or claims of any character relating to, any shares of
capital stock or securities of any Equity Issuer, (iii) outstanding securities
convertible into or exchangeable or exercisable for any shares of capital stock
or securities of any Equity Issuer and (iv) agreements or arrangements providing
for the issuance of any shares of capital stock or securities of any Equity
Issuer.

         (e) No Voting or Transfer Restrictions. There is no agreement or
arrangement restricting the voting or transfer of the Equity Interests or the
Debt Interests or any other Investment Property, except as provided in this
Agreement.

         (f) No Payment Restrictions. There are no legal, contractual or other
restrictions on the payment of (i) dividends or other distributions on any
shares of the capital stock or securities of any Equity Issuer, including,
without limitation, the Equity Interests, or (ii) principal or interest on any
indebtedness of any Debt Issuer, including, without limitation, the Debt
Interests, in each case, except for restrictions imposed by this Agreement and
the Loan Agreement.

         (g) No Repurchase Obligations. No Person is subject to any obligation,
contingent or otherwise, to repurchase or otherwise acquire or retire any of the
Equity Interests or the Debt Interests.

         (h) Delivery to Collateral Agent. All of the certificates and
instruments representing or evidencing the Investment Property and the Stock
Powers have been delivered to the Collateral Agent in accordance with Section
3.02.

         Section 4.12. Inventory, Equipment and Fixtures.

         (a) Possession. The Borrower has exclusive possession and control of
the Inventory, Equipment and Fixtures.

         (b) Condition. All of the Inventory, Equipment and Fixtures are in good
working order, condition and repair, except for ordinary, wear and tear which is
not material, and are suitable and adequate for the uses for which they are used
and intended.

         (c) Schedule. Schedule 4.12 sets forth a true, correct and complete
list, description and location of all (i) Inventory, (ii) Equipment and (iii)
Fixtures, in each case, in which the Borrower has an interest as of the date of
this Agreement.

         Section 4.13. Vehicles. Schedule 4.13 sets forth a true, correct and
complete list and description of all Vehicles in which the Borrower has an
interest as of the date of this Agreement.

                                       12

<PAGE>



All such Vehicles are in good working order, condition and repair (except for
ordinary wear and tear) and are suitable and adequate for the uses for which
they are used and intended.

                                    ARTICLE V

                            Covenants of the Borrower

         Section 5.01. No Liens on Collateral. The Borrower will not create,
incur, assume or permit to exist, will defend the Collateral against, and will
take such other actions as is necessary to remove, any Lien or claim on or to
the Collateral, other than the Liens created hereby and pursuant to the Atlantic
Tele-Network Agreement, and will defend the right, title and interest of the
Lender in and to any of the Collateral against the claims and demands of any and
all Persons other than Atlantic Tele-Network.

         Section 5.02. Perfection. The Borrower will take any and all actions,
at the Borrower's expense, which are necessary or advisable to ensure that (a)
the Liens granted pursuant to this Security Agreement at all times constitute
perfected Liens in favor of the Lender, and (b) such Liens are at all times
prior to all other Liens on the Collateral and will be enforceable as such
against all creditors of, and purchasers from, the Borrower and against any
owner or purchaser of the real property where any of the Equipment is located
and any present or future creditor obtaining a Lien on such real property.

         Section 5.03. Limitations on Dispositions of Collateral. The Borrower
will not sell, transfer, lease, convey or otherwise dispose of any of the
Collateral, or attempt, offer or contract to do so, except for, so long as no
Default or Event of Default has occurred and is continuing, the disposition in
the ordinary course of the Borrower's business consistent with past practice of
property not material to the conduct of the Borrower's or the Subsidiaries'
respective businesses.

         Section 5.04. Payment of Obligations. The Borrower will promptly pay
and discharge when due all taxes, assessments and governmental charges or levies
assessed, levied or imposed upon or relating to, and all claims against, the
Collateral or the Borrower or in respect of the Borrower's income or profits
therefrom, as well as all claims of any kind, including, without limitation,
claims for labor, materials and supplies, against or with respect to the
Collateral.

         Section 5.05. Compliance with Laws, etc. The Borrower will comply in
all material respects with all Regulations applicable to the Collateral or any
part thereof or to the operation of the Borrower's business.

         Section 5.06. Maintenance of Records. The Borrower will keep and
maintain, at its own cost and expense, satisfactory and complete records of the
Collateral, including, without limitation, a record of all payments received and
all credits granted with respect to the Accounts. The Borrower will mark its
books and records pertaining to the Collateral to evidence this Security
Agreement and the Liens, security interests and pledges granted hereby. For the
Lender's

                                       13

<PAGE>



further security, the Lender shall have a security interest in all of the
Borrower's books and records pertaining to the Collateral and, upon the
occurrence of an Event of Default which is continuing, the Borrower shall, upon
request, turn over any such books and records to the Lender or to its
representatives.

         Section 5.07. Right of Inspection. The Lender shall at all times have
full and free access during normal business hours and, upon the occurrence and
continuation of an Event of Default, at any time, to all the books,
correspondence and records of the Borrower, and the Lender and its
representatives may examine the same, take extracts therefrom and make
photocopies thereof, and the Borrower agrees to render to the Lender, at the
Borrower's cost and expense, such clerical and other assistance as may be
reasonably requested with regard thereto. The Lender and its representatives
shall at all times also have the right to enter into and upon any premises where
any of the Inventory, Equipment or other Collateral is located for the purpose
of inspecting the same, observing its use or otherwise protecting their
interests therein.

         Section 5.08. Impairment of Collateral.

         (a) General. The Borrower shall not take, or fail to take, any action
in connection with any Collateral that would impair the value of the Collateral
or the interest or rights of the Borrower or the Lender in, to or under that
Collateral.

         (b) Certain Actions Prohibited. The Borrower will not (i) amend,
modify, terminate, cancel or waive any provision of any Account, Negotiable
Collateral, Instrument, General Intangible, Contract or Investment Property in
any manner which could reasonably be expected to materially adversely affect the
value of the Collateral or the interest of the Borrower or the Lender in such
Collateral, (ii) fail to exercise promptly and diligently each and every
material right which it may have under each Contract, each agreement giving rise
to an Account (other than any right of termination) or any other right with
respect to Collateral or (iii) fail to deliver to the Collateral Agent a copy of
each material demand, notice or document received by it relating in any way to
any Contract, any agreement giving rise to an Account or any other Collateral.

         (c) Limitations on Discounts, Compromises, Extensions of Accounts.
Other than in the ordinary course of the Borrower's business consistent with
past practice, the Borrower will not grant any extension of the time of payment
of any of the Accounts, Negotiable Collateral, Instruments, General Intangibles,
Contracts or Investment Property, or compromise, compound or settle the same for
less than the full amount thereof, release, wholly or partially, any Person
liable for the payment thereof, or allow any credit or discount whatsoever
thereon.

         Section 5.09. Notices, Reports.

         (a) Liens. The Borrower will advise the Lender promptly, in reasonable
detail, of (i) any Lien (other than Liens created hereby or permitted under the
Loan Agreement) on, or claim asserted against, any of the Collateral and (ii)
the occurrence of any other event which could

                                       14

<PAGE>



reasonably be expected to have a material adverse effect on (x) the aggregate
value of the Collateral or (y) the Liens created hereunder.

         (b) Reports, Notices, Etc. The Borrower shall furnish to the Collateral
Agent and the Agent (i) promptly upon receipt, copies of all notices, requests
and other documents received by the Borrower under or in respect of the
Collateral, (ii) promptly upon the request of the Agent, information and reports
regarding that Collateral and (iii) promptly upon the request of the Agent, make
the demands and requests for information or action that- the Borrower is
entitled to make under that Collateral. The Borrower will also promptly furnish
to the Collateral Agent copies of any monthly management reports prepared by the
Borrower.

         (c) Further Identification of Collateral. The Borrower will furnish to
the Lender from time to time statements and schedules further listing,
identifying and describing the Collateral and such other reports in connection
with the Collateral as the Lender may reasonably request, all in reasonable
detail.

         Section 5. 10. Chanizes in Locations, Name, etc. The Borrower will not
(i) change the location of its chief executive office or its chief place of
business from that specified in Section 4.07 or remove its books and records
from the location specified in Section 4.07, (ii) permit any of the Collateral
to be kept, stored or used at a location other than those listed on the
Schedules to this Agreement or (iii) change its name, identity or corporate
structure or merge or take or suffer any other action that might result in any
financing statement filed by the Agent in connection with this Security
Agreement becoming misleading, unless, in each case, it shall have given the
Lender at least 30 days prior written notice thereof.

         Section 5. 11. Accounts, Negotiable Collateral, Instruments, General
Intangibles, Contracts and Investment Property.

         (a) Collections. Subject to the provisions of Article VI hereof, the
Borrower shall timely collect all amounts due or to become due to the Borrower
under the Accounts, Negotiable Collateral, Instruments, General Intangibles,
Contracts and Investment Property and otherwise enforce its rights under and in
respect of such Collateral.

         (b) Deliver Collateral to Agent. In the event that any Account,
Negotiable Collateral, Instrument or General Intangible is evidenced by a
promissory note, certificate or instrument, the Borrower shall deliver and
pledge to the Lender the note or instrument. In the event any Investment
Property is evidenced by a promissory note, certificate or instrument, the
Borrower shall deliver and pledge to the Lender the note or instrument,
accompanied by Stock Powers. The Borrower will also deliver to the Agent or the
Collateral Agent, with respect to Investment Property, all Instruments,
Negotiable Collateral and Investment Property existing on and after the date of
this Agreement endorsed and issued as provided in Section 3.02.


                                       15

<PAGE>



         (c) Pledge of Additional Collateral. If any amount payable under or in
connection with any of the Collateral shall be or become evidenced by any
Negotiable Collateral, Instrument or Investment Property, such Negotiable
Collateral, Instrument or Investment Property shall be immediately delivered to
the Agent, or the Lender (with respect to Investment Property) accompanied by
Stock Powers, to be held as Collateral pursuant to this Agreement.

         Section 5.12. Contracts. The Borrower will fully and timely perform and
comply in all material respects with all its obligations under the Contracts and
all its other contractual obligations relating to the Collateral and maintain
such Collateral in full force and effect.

         Section 5.13. Copyrights.

         (a) No Bad Acts. The Borrower (either itself or through licensees)
will, except with respect to any Copyright that the Borrower shall reasonably
determine is of negligible value (i) employ the Copyright for each published
work with an appropriate notice of Copyright and (ii) not (and will not
knowingly permit any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any Copyright may become invalidated. The Borrower
will not (either itself or knowingly permit any licensee or sublicensee to) do
any act, or knowingly omit to do any act, whereby any Copyright may become
injected into the public domain.

         (b) Notice of Events. (i) The Borrower shall notify the Lender
immediately if it knows, or has reason to know, that any Copyright may become
injected into the public domain or of any adverse determination or development,
including, without limitation, the institution of, or any such determination or
development in, any court or tribunal in the United States or any other country,
regarding the Borrower's ownership of any such Copyright or its validity.

         (ii) The Borrower will promptly notify the Lender of any infringement
of any Copyright of which it becomes aware and will take such actions as it
shall reasonably deem appropriate under the circumstances to protect such
Copyright, including, where appropriate, the bringing of suit for infringement,
seeking injunctive relief and seeking to recover any and all damages for such
infringement.

         (c) Regulatory Filings. The Borrower will file in the United States
Copyright Office an application for copyright registration for each material
Copyright and Copyright License and will take all necessary steps as it shall
reasonably deem appropriate under the circumstances, to maintain and pursue each
United States application (and to obtain the relevant registration) and to
maintain each United States registration of each material Copyright owned by the
Borrower including, without limitation, filing of applications for renewal,
where necessary and shall report all such filings and registrations to the
Lender within five Business Days after the same are made and execute and deliver
all documents and instruments necessary to perfect the Lender's security
interest in any Copyright or Copyright License.


                                       16

<PAGE>



         Section 5.14. Patents and Trademarks.

         (a) No Bad Acts. The Borrower (either itself or through licensees)
will, except with respect to any Trademark that the Borrower shall reasonably
determine is of negligible economic value to it, (i) continue to use each
Trademark on each and every trademark class of goods applicable to its current
line as reflected in its current catalogs, brochures and price lists in order to
maintain such Trademark in full force free from any claim of abandonment for
nonuse, (ii) maintain as in the past the quality of products and services
offered under such Trademark, (iii) employ such Trademark with the appropriate
notice of registration, (iv) not adopt or use any mark which is confusingly
similar or a colorable imitation of such Trademark unless the Lenders shall
obtain a perfected security interest in such mark pursuant to this Security
Agreement, and (v) not (and not permit any licensee or sublicensee thereof to)
do any act or knowingly omit to do any act whereby any Trademark may become
invalidated. The Borrower will not, except with respect to any Patent that the
Borrower shall reasonably determine is of negligible economic value to it, do
any act or omit to do any act, whereby any Patent may become abandoned or
dedicated.

         (b) Notice of Events. (i) The Borrower will notify the Lender
immediately if it knows, or has reason to know, that any application or
registration relating to any Patent or Trademark may become abandoned or
dedicated, or of any adverse determination or development, including, without
limitation, the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office or any court or
tribunal in any country, regarding the Borrower's ownership of any Patent or
Trademark or its right to register the same or to keep aud maintain the same.

         (ii) In the event that any Patent or Trademark included in the
Collateral is infringed, misappropriated or diluted by a third party, the
Borrower shall promptly notify the Lender after it learns thereof and, at the
Borrower's sole expense, shall, unless the Borrower shall reasonably determine
that such Patent or Trademark is of negligible economic value to the Borrower,
promptly sue for infringement, misappropriation or dilution, to seek injunctive
relief where appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, or take such other actions as the
Borrower shall reasonably deem appropriate under the circumstances to protect
such Patent or Trademark.

         (c) Regulatory Filings. Whenever the Borrower, either by itself or
through any agent, employee, licensee or designee, shall file an application for
the registration of any Patent or Trademark with the United States Patent and
Trademark Office or any similar office or agency in any other country or any
political subdivision thereof, the Borrower shall report such filing to the
Lender within five Business Days after the last day of the fiscal quarter in
which such filing occurs. The Borrower will take all reasonable and necessary
steps, including, without limitation, in any proceeding before the United States
Patent and Trademark Office, or any similar office or agency in any other
country or any political subdivision thereof, to maintain and pursue each
application (and to obtain the relevant registration) and to maintain each
registration of the

                                       17

<PAGE>



Patents and Trademarks, including, without limitation, filing of applications
for renewal, affidavits of use and affidavits of incontestability.

         (d) Further Filings. The Borrower shall execute and deliver any and all
agreements, instruments, documents, and papers as the Lender may reasonably
request to evidence the Lender's security interest in any Patent or Trademark
and the goodwill and general intangibles of the Borrower relating thereto or
represented thereby, and the Borrower hereby constitutes the Lender its
attorney-in-fact to execute and file all such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed; such
power being coupled with an interest is irrevocable until the Obligations are
paid in full and the Commitment is terminated.

         Section 5.15. Inventory, Equipment and Fixtures.

         (a) Maintenance of Collateral. The Borrower shall maintain, keep and
preserve the Inventory, Equipment and Fixtures in good working order and
condition, ordinary wear and tear excepted, and in accordance with any
manufacturer's manual and any Regulations. The Borrower shall promptly after the
occurrence of any loss or damage to any Inventory, Equipment or Fixtures (i)
make or cause to be made all repairs, replacements and other improvements that
are necessary or desirable to maintain the value of such Collateral and (ii)
furnish to the Lender a statement in respect of any loss or damage to any
Inventory, Equipment or Fixtures.

         (b) Reports. The Borrower shall, at the request of the Agent, furnish
to the Lender a report detailing changes in the amount and condition of the
Inventory, Equipment and Fixtures, including purchases, depreciation, sales and
losses.

         Section 5.16. Vehicles. The Borrower will maintain each Vehicle in good
operating condition, ordinary wear and tear and immaterial impairments of value
and damage by the elements excepted, and will provide all maintenance, service
and repairs necessary for such purpose. The Borrower will notify the Lender of
each acquisition or sale of a vehicle, promptly following the acquisition or
sale thereof. If an Event of Default shall occur and be continuing, at the
request of the Lender the Borrower shall, within five Business Days after such
request, file applications for certificates of title indicating the Lender's
first priority Lien on the Vehicles covered by such certificates, together with
any other necessary documentation, in each office in each jurisdiction which the
Lender shall deem advisable to perfect its Liens on the Vehicles.

         Section 5.17. Maintenance of Insurance.

         (a) Adequate Insurance. The Borrower will maintain at its own expense,
with financially sound and reputable companies, insurance policies covering the
Collateral (i) insuring the Collateral against loss by fire, explosion, theft
and such other casualties in amounts comparable to amounts of insurance coverage
obtained by similar businesses of similar size acting prudently and (ii)
insuring the Borrower and the Lender against liability for personal injury and
property damage relating to such Collateral, such policies to be in such form
and amounts and having such

                                       18

<PAGE>



coverage as shall be comparable to forms, amounts and coverage, respectively,
obtained by similar businesses of similar size acting prudently, with losses
payable to the Borrower and the Lender as their respective interests may appear.

         (b) Terms of Policies. All such insurance shall (i) provide that no
cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least 30 days after receipt by the Lender of
written notice thereof, (ii) name the Lender as insured and loss payee, (iii)
contain the agreement by the insurer that any loss under the policy shall be
payable to the Lender notwithstanding any action, inaction or breach of
representation or warranty by the Borrower, (iv) provide that there shall be no
recourse against the Lender for payment of premiums or other amounts with
respect to the policy and (v) be reasonably satisfactory in all other respects
to the Lender.

         (c) Payment of Proceeds. Reimbursement under any liability insurance
may be paid directly to the Person who shall have incurred liability covered by
the insurance. In case of any loss involving damage to any Collateral, the
Borrower shall cause the proceeds to be paid directly to the Lender and, if an
Event of Default shall not have occurred and is not then continuing, the Lender
shall reimburse the Borrower for the costs of any repairs or replacements from
such proceeds.

         (d) Assignment of Policies. At the request of the Lender, the Borrower
shall duly execute and deliver instruments of assignment of the insurance
policies and all notices of that assignment, in each case in form and substance
satisfactory to the Lender, and cause the respective insurers to acknowledge
notice of the assignment.

         (e) Copies of Policies. Upon the request of the Lender, the Borrower
shall deliver to the Lender original or duplicate copies of all policies of
insurance evidencing compliance with this Section.

         Section 5.18. Indemnification. The Borrower will indemnify the Lender
and its respective Affiliates and each of their respective shareholders,
partners, managers, members, trustees, directors, officers, employees, agents
and Affiliates (collectively, the "Indemnified Persons") against and hold each
Indemnified Person harmless from any and all liabilities, obligations, losses,
damages, penalties, Actions, judgments, costs, expenses, claims, diminution in
value, or disbursements of any kind or nature whatsoever (including interest,
penalties, fines, judgments, settlements, costs of preparation and
investigation, costs incurred in enforcing this indemnity and reasonable
attorneys' fees and expenses) that the Indemnified Persons may suffer, sustain,
incur or become subject to arising out of, relating to, or due to:

                  (a) any inaccuracy or breach of any of the representations and
         warranties of the Borrower contained in this Agreement or in any
         certificate delivered hereunder;


                                       19

<PAGE>



                  (b) the nonftilfillment of any covenant, undertaking,
         agreement or other obligation of the Borrower contained in this
         Agreement or in any certificate delivered hereunder;

                  (c) the failure or delay by the Borrower in paying, any and
         all excise, sales or other taxes which may be payable or determined to
         be payable with respect to any of the Collateral; or

                  (d) any defense, setoff, counterclaim, recoupment or reduction
         or liability whatsoever of the account debtor or obligor under any of
         the Collateral, arising out of a breach by the Borrower of any
         obligation thereunder or arising out of any other agreement,
         indebtedness or liability at any time owing to or in favor of such
         account debtor or obligor or its successors from the Borrower.

         Section 5.19. Further Assurances. At any time and from time to time,
upon the written request of the Lender, and at the sole expense of the Borrower,
the Borrower will promptly and duly execute and deliver such further instruments
and documents and take such further action as the Agent may reasonably request
for the purpose of obtaining or preserving the full benefits of this Security
Agreement and of the rights and powers herein granted, including, without
limitation, the filing of any financing or continuation statements under the
Uniform Commercial Code in effect in any jurisdiction with respect to the Liens
created hereby and all actions and filings necessary to maintain the Lender's
first priority perfected Lien on, security interest in and pledge of all of the
Collateral. The Borrower also hereby authorizes the Lender to file any such
financing or continuation statement without the signature of the Borrower to the
extent permitted by applicable law. A carbon, photographic or other reproduction
of this Security Agreement shall be sufficient as a financing statement for
filing in any jurisdiction.

                                   ARTICLE VI

                                    Remedies

         Section 6.01. Remedies. If an Event of Default shall occur and be
continuing, the Lender shall have each and every right and remedy available to
it whether at law, in equity or otherwise, including, without limitation, each
of the following:

                  (a) UCC Remedies. The Lender may exercise all rights and
         remedies in respect of the Collateral available to a secured party
         under the Uniform Commercial Code in effect in the relevant
         jurisdiction (whether or not the Uniform Commercial Code applies to the
         affected Collateral), by law or otherwise.

                  (b) Exercise Rights of Borrower. The Lender may exercise any
         and all rights and remedies of the Borrower under or in respect of the
         Collateral, including, without limitation, any and all rights of the
         Borrower to demand or otherwise require payment of

                                       20

<PAGE>



         any amount under, or performance of any provision of, the Collateral,
         or the right of the Borrower to vote or consent with respect to any
         Collateral.

                  (c) Take Possession of Collateral. The Lender may take
         possession of the Collateral and, without liability for trespass, enter
         on any premises for the purpose of taking possession of or removing any
         Collateral.

                  (d) Right to Sell Collateral.

                  (i) The Lender may, without demand of performance or other
         demand, presentment, protest, advertisement or notice of any kind, and
         without notice to the Borrower except as specified in this Section
         6.01, sell, lease, assign, give option or options to purchase, or
         otherwise, dispose of and deliver all or any part of the Collateral in
         one or more parcels at public or private sale, at any of the Lender's
         offices, on any securities exchange, or elsewhere, for cash, on credit
         or for future delivery, and upon such other terms as the Agent may deem
         commercially reasonable.

                  (ii) The Borrower agrees that, to the extent notice of sale
         shall be required by law, at least ten days notice to the Borrower of
         the time and place of any public sale or the time after which any
         private sale is to be made shall constitute reasonable notification.
         The Lender shall not be obligated to consummate any sale of Collateral
         regardless of notice of sale having been given. The Lender may adjourn
         any public sale from time to time by any notice or announcement and may
         make any sale without further notice of the time and place to which the
         sale was so adjourned.

                  (iii) For purposes of this Agreement, a written agreement to
         purchase all or any of the Collateral shall be deemed to be a sale of
         that property and the Lender shall be free to carry out the agreement
         notwithstanding that the Event of Default shall have been cured and the
         Obligations paid in full.

                  (iv) If all or any part of the Collateral is sold on credit or
         for future delivery, the property may be retained by the Lender until
         the sale price is paid by the purchaser or purchasers, but the Lender
         shall not be liable if the purchaser or purchasers fail to take up and
         pay for the property and, in that event, the Lender may again sell the
         property pursuant to this Section.

                  (v) The Lender may restrict the bidders or purchasers to
         persons (A) representing that they are purchasing the Collateral for
         their own account for investment and not with a view to further
         distribution or sale and (B) satisfying the offeree and purchaser
         requirements for a valid private placement or limited offering under
         the Securities Act of 1933, as amended. The Borrower understands and
         agrees that the sale may be made at prices and on terms less favorable
         than a public sale and agrees that any such sale shall be

                                       21

<PAGE>



         deemed to have been made in a commercially reasonable manner even if
         the Lender accepts the first offer received.

                  (vi) To the extent permitted by law, the Lender may purchase
         all or any part of the Collateral at any public or private sale or
         sales free of any equity or right of redemption, stay, valuation or
         appraisal on the part of the Borrower (all said rights being hereby
         waived and released to the extent permitted by law) and may make
         payment for the purchase by using any claim then due and payable to the
         Lender from the Borrower as a credit against the purchase price, and
         the Lender may, upon compliance with the terms of sale, hold, retain
         and transfer the property without further accountability to the
         Borrower.

                  (vii) Each purchaser at any such sale shall hold the property
         sold absolutely free from any claim or right on the part of the
         Borrower, and the Borrower hereby waives (to the extent permitted by
         law) all rights of redemption, stay, valuation and appraisal which the
         Borrower now has or may at any time in the future have under rule of
         law or statute now existing or hereafter enacted.

                  (e) Store Collateral. The Lender may cause any Collateral to
         be held, stored, processed or completed prior to sale, and expenses
         incurred for this purpose shall constitute Obligations hereunder. The
         Borrower agrees to assemble the Collateral and make it available to the
         Lender at places where the Lender may reasonably select, whether at the
         Borrower's premises or elsewhere.

                  (f) Notices to Account Debtors, Obligors, Etc. The Lender may,
         without notice to the Borrower, (i) notify the account debtors,
         obligors or bailees under or of any of the Collateral of the assignment
         and pledge to the Lender of the Collateral, (ii) direct the account
         debtors or obligors to make payment and direct the bailees to make
         delivery directly to the Lender shall otherwise direct, of all amounts
         due or to become due to the Borrower under the Collateral and (iii)
         collect, adjust, settle or compromise those obligations. While the
         Lender is exercising any authority under this Section the Borrower
         shall not adjust, settle or compromise any obligation under the
         Collateral, release wholly or partly any account debtor or obligor in
         respect of those obligations, or allow any credit or discount on those
         obligations.

                  (g) All Other Remedies. The Lender may exercise all other
         rights and/or remedies available, whether at law, in equity or
         otherwise.

         Section 6.02. Waiver. To the extent permitted by applicable law, the
Borrower waives all claims, damages and demands it may acquire against the
Lender arising out of the exercise by the Lender of any of its rights under this
Agreement.


                                       22

<PAGE>



         Section 6.03. Remedies Cumulative. All rights and remedies of the
Lender existing under this Agreement and any other Loan Document are cumulative
to, and not exclusive of, any rights or remedies otherwise available.

         Section 6.04. Payments Held in Trust. All payments, funds, instruments
and other items received by the Borrower under or in respect of any Collateral
shall be received in trust for the Lender, segregated from other funds of the
Borrower and promptly delivered to the Lender in the same form received,
together with all necessary endorsements or Stock Powers.

         Section 6.05. Application. of Funds.

         (a) Funds Applied in Accordance with Loan Agreement. The Lender shall
apply all Account Collateral and all payments received under or in respect of
all other Collateral and all cash proceeds received by the Lender in respect of
any sale of, collection from, or other realization upon all or any part of the
Collateral in accordance with the Loan Agreement.

         (b) Borrower Remains Liable. The Borrower shall remain fully liable for
any deficiency if the proceeds or other realization of the Collateral are
insufficient to pay the Obligations and the fees and disbursements of any
attorneys employed by the Lender to collect such deficiency.

         (c) Collateral In Excess of Obligations. Any amount held by the Lender
under this Agreement after all the Obligations have been indefeasibly and
finally paid in full in cash shall be paid over to the Borrower or to any other
Person lawfully entitled to receive payment.

                                   ARTICLE VII

                         Rights and Duties of the Lender

         Section 7.01. Lender Appointed Attorney-in-Fact. The Borrower hereby
irrevocably appoints the Lender (with full power of substitution) the Borrower's
attorney-in-fact, with full authority in the place and stead of the Borrower and
in the name of the Borrower or otherwise, from time to time in the Lender's
discretion, to execute any instrument and to take any other action that the
Lender may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation:

                  (a) Further Documents. To execute, deliver and file on behalf
         of and in the name of the Borrower one or more financing statements,
         notices, copies of this Agreement or such other documents, and
         amendments and continuations to those statements or documents, relating
         to all or any part of the Collateral without the signature of the
         Borrower where permitted by law. The Borrower agrees that a carbon,
         photographic or other reproduction of this Agreement, any financing
         statement, notice or other document covering the Collateral shall be
         sufficient as a financing statement where permitted by law.

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<PAGE>



                  (b) Continue Perfection. To take any and all actions on behalf
         of and in the name of the Borrower, at the Borrower's expense, which
         are necessary or advisable to ensure that (i) the Liens granted
         pursuant to this Security Agreement at all times constitute perfected
         Liens in favor of the Lender, and (ii) such Liens are at all times
         prior to all other Liens on the Collateral and will be enforceable as
         such against all creditors of, and purchasers from, the Borrower and
         against any owner or purchaser of the real property where any of the
         Equipment is located and any present or future creditor obtaining a
         Lien on such real property.

                  (c) Insurance Matters. To obtain and adjust insurance required
         to be paid to the Lender pursuant to Section 5.17 and cancel, assign,
         and surrender any policies of insurance.

                  (d) Pay Taxes. To pay or discharge taxes and Liens levied or
         placed on or threatened against the Collateral, to effect any repairs
         called for by the terms of this Security Agreement and to pay all or
         any part of the costs thereof.

                  (e) Collect Collateral. Upon the occurrence and during the
         continuation of an Event of Default, to ask, demand, collect, sue for,
         recover, compromise, receive, indorse and give acquittance, discharge
         and receipts for moneys or other instruments, documents and chattel
         paper due and to become due under or in respect of all or any part of
         the Collateral (whether as interest, dividend, other distribution or
         otherwise) and to direct any party liable for any payment under any of
         the Collateral to make such payment directly to the Lender shall
         direct.

                  (f) Institute Proceedings. Upon the occurrence and during the
         continuation of an Event of Default, to file any claims, proofs of
         claim, subrogation receipts or take any action or commence or institute
         any proceedings which the Lender may deem necessary or desirable for
         the collection of all or any part of the Collateral or otherwise to
         enforce the rights of the Lender with respect to all or any part of the
         Collateral.

                  (g) Transfer Collateral Into Lender's Name. Upon the
         occurrence and during the continuation of an Event of Default, to
         transfer any Collateral into the Lender's or its nominee's name.

                  (h) Vote Collateral. Upon the occurrence and during the
         continuation of an Event of Default, to exercise all or any of the
         voting rights and other consensual rights pertaining to the Collateral.

                  (i) Other Actions. (x) Upon the occurrence and during the
         continuation of an Event of Default, to take any other action it deems
         advisable with respect to the Collateral or to accomplish the purposes
         of this Agreement, including, but not limited to, (i) sell or assign
         any Account upon such terms, for such amount and at such time or times
         as the

                                       24

<PAGE>



         Lender deems advisable, (ii) notify the post office authorities to
         change the address for delivery of Borrower's mail to an address
         designated by the Lender, and open all mail addressed to Borrower and
         (iii) do all other acts and things necessary, in the Lender's
         determination, to fulfill Borrower's obligations under this Agreement
         or any of the other Loan Documents; and (y) at any time that the Lender
         determines that it is necessary or appropriate to preserve, protect,
         insure or maintain its rights hereunder (i) take control, in any
         manner, of any item of payment or proceeds of any Collateral, (ii) sign
         Borrower's name on any of the documents described in Section 5.19 and
         7.01(a) or on any other similar documents to be executed, recorded or
         filled in order to perfect or continue perfected the Lender's security
         interest in the Collateral and file or record any of the foregoing
         documents, (iii) endorse Borrower's name on any items of payment or
         proceeds thereof and deposit the same to the account of the Lender for
         application to the Obligations, (iv) sign Borrower's name on any
         invoices, bills of lading, freight bills, chattel paper, documents,
         instruments or similar documents or agreement relating to any Accounts
         or any goods pertaining thereto or any other Collateral, (v) sign
         Borrower's name on any verification of Accounts and notices thereof to
         Account debtors.

The Borrower hereby ratifies all that said attorney shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable.

         Section 7.02. Lender May Perform. If the Borrower fails to perform any
obligation under this Agreement or under or in respect of any Collateral or any
representation of the Borrower contained in this Agreement or in any document
included in the Collateral shall be untrue or incorrect in any material respect,
the Lender may, but shall be under no obligation to, perform the obligation or
remedy that breach, or cause it to be performed or remedied, and the expenses
incurred by or on behalf of the Lender in connection with the performance of the
obligation or the remedy of the breach shall constitute Obligations.

         Section 7.03. Duties of the Lender.

         (a) Duties. The powers conferred on the Lender by this Agreement are
solely to protect the Lender's interest in the Collateral and shall not impose
on the Lender any duty to exercise any powers. Except for the safe custody of
any Collateral in its possession and the accounting for moneys actually received
by it under this Agreement, the Lender shall not have any duty or liability as
to any Collateral or as to the taking of any necessary steps to preserve rights
against prior parties or as to any other rights or matters pertaining to any
Collateral. The Lender shall be deemed to have exercised reasonable care in the
custody and preservation of the Collateral in its possession if the Lender
treats the Collateral substantially the same as it treats similar property of
its own.

         (b) Not Responsible. The Lender shall not have any responsibility or
liability for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Lender has or is deemed to have

                                       25

<PAGE>



knowledge of such matters, (ii) taking any necessary steps to preserve rights
against any parties with respect to any Collateral, (iii) collecting any
proceeds of any Collateral or by reason of any invalidity, lack of value or
uncollectability of any of the payments received by it from obligors or
otherwise or (iv) any other matter in connection with any Loan Document except
in respect of duties specifically undertaken by it in this Agreement and in that
case, the Lender shall not be liable to any party in the absence of gross
negligence or willful misconduct.

                                  ARTICLE VIII

                             Termination and Waiver

         Section 8.01. Continuing Security Interest. This Agreement shall create
a continuing security interest in, Lien on, and pledge of, the Collateral,
without respect to the amount of the Obligations outstanding from time to time,
and shall remain in full force and effect until the Obligations have been
indefeasibly paid and otherwise performed in full in cash. Thereafter, this
Agreement shall be reinstated if at any time any payment of any of the
Obligations is rescinded or must otherwise be returned upon the insolvency,
bankruptcy or reorganization of the Borrower or any other Person or otherwise,
all as though the payment had not been made.

         Section 8.02. Termination. Upon the indefeasible payment and
performance of the Obligations in full in cash, the security interests granted
by this Agreement shall terminate and all rights to the Collateral shall revert
to the Borrower. At the Borrower's expense, the Lender shall then execute and
deliver to the Borrower the documents reasonably requested and prepared by the
Borrower to evidence the termination.

         Section 8.03. Waivers. The Borrower unconditionally waives, to the full
extent permitted by law (a) any defense, set-off or counterclaim which the
Borrower may otherwise assert against the Lender, (b) presentment, protest,
demand for payment, promptness, diligence, notice of protest, notice of any
other action at any time taken or omitted by the Lender and, generally, all
demands and notices of every kind in connection with the Loan Documents or the
Obligations, including, without limitation, all notices which may be required to
preserve intact any rights against the Borrower under the Loan Documents or as a
requirement to the enforcement, assertion or exercise against the Borrower of
any right, power, privilege or remedy conferred under the Loan Documents, (c)
any requirement to exhaust any rights or remedies or to mitigate the damages
resulting from a default under the Loan Documents or any requirement to protect,
secure, perfect or insure any security interest, pledge or lien, (d) all
equities and rights of appraisal, stay and redemption (whether now or hereafter
existing), in each case arising out of the Lender enforcing any of its rights
and remedies under the Loan Documents, or (e) any other circumstance whatsoever
which might otherwise constitute a defense to or a legal or equitable discharge
or release of a party granting security or which might otherwise limit recourse
against the Borrower.


                                       26

<PAGE>



         Section 8.04. Obligations Not Affected. The rights of the Lender and
the obligations of the Borrower under the Loan Documents shall be absolute and
unconditional, present and continuing and shall remain in full force and effect
and shall not be released, discharged or in any way affected by any circumstance
or condition of any nature (whether or not the Borrower or the Lender shall have
any notice or knowledge of the circumstance or condition), including, without
limitation (a) the invalidity, illegality, unenforceability, discharge,
termination, cancellation or frustration, in whole or in part, of any
Obligation, or any of the Loan Documents, (b) the exercise or failure to
exercise by any person or entity of any right, remedy, privilege or power under
the Loan Documents, (c) any demand or attempt to collect from, or failure to
demand or attempt to collect from, the Borrower or any other Person under the
Loan Documents, (d) any change in the time, place or manner of payment or the
waiver, consent, extension, renewal, indulgence, compromise, release,
settlement, refunding, funding, or any other forbearance or other action taken,
delayed or omitted by the Borrower, the Lender or any other Person under or in
respect of any term or provision of any Obligation or any of the Loan Documents,
(e) the termination, modification, alteration, amendment, waiver, addition,
deletion or other change to any Obligation or any of the Loan Documents or any
provision of any of those documents, or (f) the voluntary or involuntary
bankruptcy, receivership, liquidation, insolvency, reorganization, arrangement,
assignment for the benefit of creditors or similar proceedings involving or
affecting the Borrower or any other Person or any of their property.

                                   ARTICLE IX

                                  Miscellaneous

         Section 9.01. Amendment of Agreement. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

         Section 9.02. Notices. All notices, requests, demands and other
communications to any party or given under any Loan Document (collectively,
"Notices") will be in writing and delivered personally, by overnight courier or
by registered mail to the parties at the following address or sent by
telecopier, with confirmation received, to the telecopy number specified below
(or at such other address or telecopy number as will be specified by a party by
like notice given at least five calendar days prior thereto):

         (a) If to the Borrower, at:

                  PICK Sat, Inc.
                  8401 N.W. 53rd Terrace
                  Suite 119
                  Miami, Florida 33166
                  Telecopier: (305) 717-1523


                                       27

<PAGE>



         with a simultaneous copy to:

                  Snow Becker Krauss P.C.
                  605 Third Avenue
                  25th Floor
                  New York, New York 10158
                  Attention: Elliot H. Lutzker, Esq.
                  Telecopier: (212) 949-7052

         (b) If to the Lender, at:

                  Tri-Links Investment Trust
                  Two World Financial Center
                  17th Floor
                  New York, New York 10281
                  Attention: Doug Dragotti
                  Telecopier: 212-667-1708

         With a copy to:

                  Richards Spears Kibbe & Orbe
                  One Chase Manhattan Plaza
                  New York, New York 10005
                  Attention: Andrew M. Weinfeld, Esq.
                  Telecopier: 212-530-1801

         All Notices will be deemed delivered when actually received. Each of
the parties will hereafter notify the other in accordance with this Section of
any change of address or telecopy number to which notice is required to be
mailed.

         Section 9.03. Expenses. The Borrower agrees to pay to the Lender on
demand the amount of any and all expenses, including, without limitation, the
fees and expenses of the Lender's counsel, which the Lender may, pay or incur in
exercising or enforcing their rights under this Agreement.

         Section 9.04. Transfer of Notes. If any Lender shall transfer any Note
held by it or grant participations in all or any of its Obligations, the
transferees of the Note or the grantees of the participations, as the case may
be, shall have the rights of the Lender under this Agreement in respect of the
Note or Obligations.

         Section 9.05. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, and by different parties hereto in
separate counterparts, each of which when

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<PAGE>



executed will be deemed an original, but all of which taken together will
constitute one and the same instrument.

         Section 9.06. Interpretation. As used in this Agreement, references to
the singular will include the plural and vice versa and references to the
masculine gender will include the feminine and neuter genders and vice versa, as
appropriate. Unless otherwise expressly provided in this Agreement (a) the words
"hereof", "herein" and "hereunder" and words of similar import when used in this
Agreement will refer to this Agreement as a whole and not to any particular
provision of this Agreement and (b) article, section, subsection, schedule and
exhibit references are references with respect to this Agreement unless
otherwise specified. References in this Agreement to any law or regulation will
refer to such laws and regulations as from time to time amended and to any laws
or regulations successor thereto. Unless the context otherwise requires, the
term "including" will mean "including, without limitation".

         Section 9.07. Descriptive Headings. The headings in this Agreement and
in the Schedules, Exhibits and Annexes are included for convenience of reference
only and will not affect in any way the meaning or interpretation of this
Agreement.

         Section 9.08. Incorporation of Schedules, Exhibits and Annexes. The
Schedules, Exhibits and Annexes hereto are incorporated into this Agreement and
will be deemed a part hereof as if set forth herein in full. In the event of any
conflict between the provisions of this Agreement and any Schedule, Exhibit or
Annex, the provisions of this Agreement will control.

         Section 9.09. Successors and Assigns. This Agreement will be binding
upon and inures to the benefit of and is enforceable by the respective
successors and permitted assigns of the parties hereto. This Agreement may not
be assigned by any party hereto without the prior written consent of all other
parties hereto except for the assignment of all or any part of the rights and
obligations of the Lender under this Agreement, which may be assigned by the
Lender as provided in Section 10.10 of the Loan Agreement. Any assignment or
attempted assignment in contravention of this Section will be void ab initio and
will not relieve the assigning party of any obligation under this Agreement

         Section 9.10. No Waiver; Remedies. No failure or delay by any party in
exercising any right, power or privilege under this Agreement will operate as a
waiver of the right, power or privilege. A single or partial exercise of any
right, power or privilege will not preclude any other or further exercise of the
right, power or privilege or the exercise of any other right, power or
privilege. The rights and remedies provided in this Agreement and the other Loan
Documents will be cumulative and not exclusive of any rights or remedies
provided by law.

         Section 9.11. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law,
or public policy, all other conditions and provisions of this Agreement will
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any

                                       29

<PAGE>



manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions contemplated hereby are fulfilled to the extent
possible.

         Section 9.12. Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the state of New York applicable to
contracts executed in and to be performed entirely within that state.

         Section 9.13. No Third-Party Rights. This Agreement is not intended,
and will not be construed, to create any rights in any parties other than the
Borrower and the Lender and no Person may assert any rights as third-party
beneficiary hereunder, except as provided in Section 5.18.

         Section 9.14. Submission to Jurisdiction. Any Action with respect to
this Agreement may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, and each of the
Borrower and the Lender hereby accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of these courts. Each
of the Borrower and the Lender hereby irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any Action in those jurisdictions.

         Section 9.15. Waiver of Jury Trial. Each party waives any right to a
trial by jury in any Action to enforce or defend any right under this Agreement
or any amendment, instrument, document or agreement delivered or to be delivered
in connection with this Agreement and agrees that any Action will be tried
before a court and not before a jury.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written.

                                       TRI-LINKS INVESTMENT TRUST, by Wilmington
                                       Trust Company as Trustee,


                                       By: /s/ David A. Vanaskey, Jr.
                                           -------------------------------------
                                           Name: David A. Vanaskey, Jr.
                                           Title: Vice President

                                       PICK SAT, INC.


                                       By: /s/ Diego Leiva
                                           -------------------------------------
                                           Name: Diego Leiva
                                           Title: Chairman


                                       30

<PAGE>


                     List of Annexes, Schedules and Exhibits


Schedule 4.08(c)  List of Accounts, Negotiable Collateral, Instruments and
                  General Intangibles

Schedule 4.09(d)  List of Contracts

Schedule 4.10     Proprietary Rights.

Schedule 4.11     Investment Property

Schedule 4.12     Inventory, Equipment and Fixtures

Schedule 4.13     Vehicles



                                       31