EXHIBIT 10.29

                              TRADEMARK AND PATENT
                               SECURITY AGREEMENT

         THIS TRADEMARK AND PATENT SECURITY  AGREEMENT,  dated as of January 31,
1997, is made by CAMPUS VOICE, L.L.C., a Delaware limited liability company (the
"Grantor"),  in favor of SIRROM INVESTMENTS,  INC., a Tennessee corporation (the
"Lender").

                                   WITNESSETH:

         WHEREAS,  pursuant to that certain Loan Agreement of even date herewith
between Grantor and Lender,  (as amended,  extended,  modified,  restructured or
renewed  from time to time,  the "Loan  Agreement")  by and  among  Grantor  and
Lender,  Lender  is  making  certain  loans  evidenced  by that  Senior  Secured
Promissory  Note of this date made by Grantor  payable to the order of Lender in
the original  principal  amount of $660,000,  by that Junior Secured  Promissory
Note of this date made by Grantor  payable to the order of SCCGS,  Inc.  and now
held by Lender in the original principal amount of $300,000,  and by that Second
Junior Secured Promissory Note of this date made by Grantor payable to the order
of  SCCGS,  Inc.  and now held by  Lender in the  original  principal  amount of
$1,263,222.83  (such notes are  collectively the "Note," and the loans evidenced
thereby are collectively the "Loan");

         WHEREAS,  the Grantor owns  certain  Trademarks  and Patents  listed on
Schedule A hereto;

         WHEREAS,  the Grantor desires to mortgage,  pledge and grant to Lender,
for the benefit of Lender,  a security  interest in all of its right,  title and
interest in, to and under the  Collateral,  including the property listed on the
attached  Schedule A,  together with any renewal or extension  thereof,  and all
Proceeds thereof, to secure the payment of the Obligations;

         WHEREAS, it is a condition precedent to the obligation of the Lender to
make the Loan to the Grantor under the Loan Agreement, that Grantor execute this
Agreement;

                                   AGREEMENT:

         NOW,  THEREFORE,  in consideration of the premises and to induce Lender
to enter into the Loan  Agreement  and to induce  Lender to make the loan to the
Grantor under the Loan  Agreement,  the Grantor  hereby  agrees with Lender,  as
follows:

         1. Defined Terms.  Unless  otherwise  defined  herein,  terms which are
defined in the Loan Agreement and used herein are so used as so defined, and the
following terms shall have the following meanings:

               "Collateral"  has the meaning assigned to it in Section 3 of this
Security Agreement.

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

               "Patents" means all types of  exclusionary  or protective  rights
granted (or  applications  therefor) for  inventions in any country of the world
(including,  without limitation,  letters patent, plant patents, utility models,
breeders' right  certificates,  inventor's  certificates  and the like), and all
reissues  and   extensions   thereof  and  all  divisions,   continuations   and
continuations-in-part  thereof,  including,  without limitation, all such rights
referred to in Schedule A hereto.

               "Patent  License" means all agreements  material to the operation
of Grantor's businesses,  whether written or oral, providing for the grant by or
to the Grantor of any right to manufacture, use or sell any invention covered by
a Patent, including,  without limitation,  any thereof referred to in Schedule A
hereto.

               "Proceeds"  means  "proceeds," as such term is defined in Section
9-306(l) of the UCC and, to the extent not  included in such  definition,  shall
include,  without  limitation,  (a)  any  and  all  proceeds  of any  insurance,
indemnity,  warranty,  guaranty or letter of credit payable to the Grantor, from
time to time with  respect to any of the  Collateral,  (b) all  payments (in any
form  whatsoever) paid or payable to the Grantor from time to time in connection
with  any  taking  of all or any  part  of the  Collateral  by any  governmental
authority or any Person acting under color of governmental  authority),  (c) all
judgments in favor of the Grantor in respect of the Collateral and (d) all other
amounts from time to time paid or payable or received or receivable  under or in
connection with any of the Collateral.

               "Security  Agreement"  means this  Trademark and Patent  Security
Agreement, as amended, supplemented or otherwise modified from time to time.

               "Trademarks"  means (a) all  trademarks,  trade names,  corporate
names, company names,  business names,  fictitious business names, trade styles,
service  marks,  logos and  other  source of  business  identifiers  used in any
country in the world,  whether  registered  or  unregistered,  and the  goodwill
associated therewith, now existing and material to the businesses of the Grantor
or  hereafter  acquired,  and (b) all  registrations,  recordings  and  renewals
thereof, and all applications in connection


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<PAGE>

therewith,  issued  by or filed  in a  national,  state  or  local  governmental
authority  of any  country,  including,  without  limitation,  all  such  rights
referred to in Schedule A hereto.

               "Trademark   License"  means  any  agreement,   material  to  the
businesses of the Grantor, written or oral, providing for the grant by or to the
Grantor of any right to use any Trademark,  including,  without limitation,  any
thereof referred to in Schedule A hereto.

               "UCC" means the Uniform  Commercial  Code as from time to time in
effect in the State of Tennessee.

         2. Assets Acquired from SCCGS, Inc. Notwithstanding any other provision
of  this  Agreement,  Grantor's  warranties  and  representations  made  in this
Agreement  regarding the title and  condition or other  matters  relating to any
assets acquired by Grantor from SCCGS,  Inc. as part of the "Assets," as defined
in that Bill of Sale and  Agreement  dated as of the date  hereof  among  Sirrom
Capital Corporation,  Grantor,  SCCGS, Inc. and Network Event Theater, Inc., are
made to the best of Grantor's  knowledge  based only upon its  diligence to date
and the  representations  and warranties of SCCGS,  Inc. in the Bill of Sale and
Agreement.

         3. Grant of Security  Interest.  As collateral  security for the prompt
and complete  payment and performance  when due (whether at the stated maturity,
by  acceleration  or otherwise) of the  Obligations,  Grantor hereby assigns and
grants  to  Lender  for the  benefit  of Lender a  security  interest  in all of
Grantor's right,  title and interest in and to the following  property now owned
or at any time hereafter  acquired by Grantor or in which Grantor now have or at
any time in the future may acquire any right,  title or interest  (collectively,
the "Collateral"):

               (i)   all Trademarks;

               (ii)  all Trademark Licenses;

               (iii) all Patents;

               (iv)  all Patent Licenses; and

               (v)   to the extent not  otherwise  included,  all  Proceeds  and
products of any and all of the foregoing;

that are  material to the  business of Grantor,  and whether or not  included in
Schedule A.

         4.  Representations and Warranties  Concerning  Trademarks.  Subject to
Section  2  above,  Grantor  represents  and  warrants  that to the  best of its
knowledge Schedule A hereto includes all of Grantor's registered  Trademarks and
Trademark  Licenses and all of the Patents and Patent  Licenses owned by Grantor
in its own name or as to which Grantor has any colorable claim of ownership that
are material to the businesses of Grantor as of the date hereof;  to the best of
Grantor's knowledge,


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each Trademark and Patent is valid, subsisting,  unexpired,  enforceable and has
not been abandoned; except as set forth in Schedule A, none of the Trademarks or
Patents is the subject of any licensing or franchise agreement;  all licenses of
the  Trademarks  and  Patents  are in force and,  to the best  knowledge  of the
Grantor,  not in default; no holding,  decision or judgment has been rendered by
any governmental authority which would limit, cancel or question the validity of
any material  Trademark or Patent;  and no action or  proceeding  is pending (i)
seeking to limit,  cancel or question the validity of any Trademark or Patent or
the Grantor's  ownership thereof or (ii) which, if adversely  determined,  would
reasonably  be  likely  to have a  material  adverse  effect on the value of any
Trademark or Patent.

         5. Covenants.  Grantor  covenants and agrees with Lender that, from and
after the date of this  Security  Agreement  until the  Obligations  are paid in
full:

                  (a) Further Documentation. From time to time, upon the written
         request of Lender, and at the sole expense of Grantor, the Grantor will
         promptly  and duly execute and deliver  such  further  instruments  and
         documents and take such further action as Lender 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 UCC in  effect in any  jurisdiction
         with  respect  to  the  liens  created  hereby.   Grantor  also  hereby
         authorizes Lender to file any such financing or continuation  statement
         without the signature of Grantor 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.

                  (b) Limitation on Lien on Collateral. Grantor will not create,
         incur or permit to exist, will take all commercially reasonable actions
         to defend the Collateral against, and will take such other commercially
         reasonable action as is necessary to remove, any lien or claim on or to
         the Collateral,  other than the liens created hereby, and other than as
         permitted   pursuant  to  the  Loan   Agreement,   and  will  take  all
         commercially reasonable actions to defend the right, title and interest
         of  Lender  in and to any of the  Collateral  against  the  claims  and
         demands of all persons whomsoever.

                  (c) Limitations on  Dispositions  of Collateral.  Grantor will
         not sell,  transfer or otherwise  dispose of any of the Collateral,  or
         attempt,  offer or  contract to do so except as  permitted  in the Loan
         Agreement.

                  (d)  Notices.   Grantor  will  advise  Lender   promptly,   in
         reasonable detail, at its address set forth in the Loan Agreement,  (i)
         of any lien (other than liens  created  hereby or  permitted  under the
         Loan  Agreement) on, or claim asserted  against,  Trademarks or Patents
         and (ii) of the occurrence of any other event which could reasonably be
         expected to have a material  adverse  effect on the aggregate  value of
         the Collateral or on the liens created hereunder.


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                  (e) Patents and Trademarks..

                           (i)  Grantor  (either  itself or  through  licensees)
                  will,  except with respect to any  Trademark  that the Grantor
                  shall reasonably  determine is of immaterial economic value to
                  it or  otherwise  reasonably  determines  not  to do  so,  (A)
                  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  non-use,  (B)  maintain  as in the  past the
                  quality of products and services offered under such Trademark,
                  (C) use  reasonable  efforts to employ such Trademark with the
                  appropriate  notice of registration,  (D) not adopt or use any
                  mark which is confusingly  similar or a colorable imitation of
                  such  Trademark  unless  within  30  days  after  such  use or
                  adoption  Lender,  for its  benefit,  shall obtain a perfected
                  security  interest  in such  mark  pursuant  to this  Security
                  Agreement,  and  (E) 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.

                           (ii)  Grantor  will not,  except with  respect to any
                  Patent  that  Grantor   shall   reasonably   determine  is  of
                  immaterial  economic  value  to  it  or  otherwise  reasonably
                  determine so to do, do any act, or omit to do any act, whereby
                  any Patent may become abandoned or dedicated.

                           (iii)  Grantor  will  promptly  notify  Lender  if it
                  knows, or has reason to know, that any application relating to
                  any Patent or any Trademark may become abandoned or dedicated,
                  or  of  any  adverse  determination  or  material  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 Grantor's  ownership of
                  any Patent or  Trademark  or its right to register the same or
                  to keep and maintain the same.

                           (iv) Whenever a Grantor,  either by itself or through
                  any  agent,  employee,  licensee  or  designee,  shall file an
                  application  for any  Patent  or for the  registration  of any
                  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 Grantor shall report such
                  filing to Lender  within five business days after the last day
                  of the  fiscal  quarter  in which  such  filing  occurs.  Upon
                  request of Lender,  the Grantor  shall execute and deliver any
                  and  all   reasonably   necessary   agreements,   instruments,
                  documents,  and  papers  as Lender  may  request  to  evidence
                  Lender's  security  interest  in any  newly  filed  Patent  or
                  Trademark  and the  goodwill  and general  intangibles  of the
                  Grantor  relating  thereto or  represented  thereby,  and each
                  Grantor  hereby  constitutes  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


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<PAGE>

                  paid in full.  Grantor's  inadvertent  failure  to report  any
                  filing to Lender shall not be  considered a default under this
                  Agreement  unless such failure causes Lender to be unprotected
                  in any Patent or Trademark.

                           (v)  Grantor,  except  with  respect to any Patent or
                  Trademark  the  Grantor  shall  reasonably   determine  is  of
                  immaterial  economic  value to it or it  otherwise  reasonably
                  determines  not  to  so  do,  will  take  all  reasonable  and
                  necessary  steps,  including,   without  limitation,   in  any
                  proceedings before any tribunal, office or agency in any other
                  country or any political  subdivision thereof, to maintain and
                  pursue   each   application   (and  to  obtain  the   relevant
                  registration  or Patent) and to maintain  each Patent and each
                  registration  of Trademarks,  including,  without  limitation,
                  filing of  applications  for  renewal,  affidavits  of use and
                  affidavits of incontestability when appropriate.

                           (vi) In the event Grantor knows or has reason to know
                  that any Patent or  Trademark  included in the  Collateral  is
                  infringed,  misappropriated  or diluted by a third party,  the
                  Grantor shall  promptly  notify Lender after it learns thereof
                  and shall, unless the Grantor shall reasonably  determine that
                  such Patent or Trademark is of  immaterial  economic  value to
                  the  Grantor  or that it is  otherwise  not  worth the cost of
                  enforcing under the  circumstances,  which  determination  the
                  Grantor shall  promptly  report to Lender  (provided  that the
                  failure  of  the  Grantor  to  give  this  notice   shall  not
                  constitute an Event of Default  unless Lender  determines,  in
                  its reasonable discretion,  that the affected trademark was of
                  material  value and should have been  defended  or  enforced),
                  promptly sue for infringement,  misappropriation  or dilution,
                  or take such other  actions as the  Grantor  shall  reasonably
                  deem  appropriate  under the  circumstances  to  protect  such
                  Patent or Trademark.

         6. Lender's Appointment as Attorney-in-Fact.

                  (a)  Powers.   Grantor  hereby  irrevocably   constitutes  and
appoints  Lender  and  any  officer  or  agent  thereof,   with  full  power  of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and authority in the place and stead of the Grantor and in the name of the
Grantor or in its own name, from time to time after the  occurrence,  and during
the  continuation  of, an Event of  Default,  in  Lender's  discretion,  for the
purpose of carrying out the terms of this  Security  Agreement,  to take any and
all  appropriate  action and to execute any and all  documents  and  instruments
which may be necessary or desirable to accomplish  the purposes of this Security
Agreement,  and, without  limiting the generality of the foregoing,  the Grantor
hereby gives Lender the power and right, on behalf of the Grantor without notice
to or assent by the Grantor,  to do the  following at any time when any Event of
Default shall have occurred and is continuing:

                           (i) Lender may, in the name of the Grantor or its own
                  name,  or  otherwise,  to take  possession  of and endorse and
                  collect  any  checks,  drafts,  notes,  acceptances  or  other
                  instruments  for the  payment  of moneys  due  under,  or with
                  respect to, any


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                  Collateral  and to file any claim or to take any other  action
                  or  proceeding  in any  court of law or  equity  or  otherwise
                  deemed appropriate by Lender for the purpose of collecting any
                  and all  such  moneys  due  with  respect  to such  Collateral
                  whenever payable;

                           (ii) to pay or  discharge  taxes and liens  levied or
                  placed on or threatened against the Collateral,  to effect any
                  repairs  or any  insurance  called  for by the  terms  of this
                  Security  Agreement  and to pay all or  part  of the  premiums
                  therefor and the costs thereof; and

                           (iii) (a) to direct any party  liable for any payment
                  under any of the  Collateral  to make  payment  of any and all
                  monies due or to become due  thereunder  directly to Lender or
                  as Under  shall  direct,  (b) to ask or demand  for,  collect,
                  receive payment of and receipt for, any and all moneys, claims
                  and other  amounts due or to become due at any time in respect
                  of or arising out of any  Collateral,  (c) to sign and endorse
                  any  invoices,  freight  or  express  bills,  bills of lading,
                  storage  or  warehouse   receipts,   drafts  against  debtors,
                  assignments,  verifications,  notices and other  documents  in
                  connection  with any of the  Collateral,  (d) to commence  and
                  prosecute  any  suits,  actions  or  proceedings  at law or in
                  equity in any court of competent  jurisdiction  to collect the
                  Collateral  or any  portion  thereof  and to enforce any other
                  right in  respect of any  Collateral,  (e) to defend any suit,
                  action or proceeding  brought against the Grantor with respect
                  to any  Collateral,  (f) to settle,  compromise  or adjust any
                  suit,  action or proceeding  described in the preceding clause
                  and,  in  connection  therewith,  to give such  discharges  or
                  releases  as Lender  may deem  appropriate,  (g) to assign any
                  Trademark  (along with  goodwill of the business to which such
                  Trademark  pertains),  throughout  the  world for such term or
                  terms, on such conditions, and in such manner, as Lender shall
                  in its sole discretion determine,  and (h) generally, to sell,
                  transfer,  pledge and make any  agreement  with  respect to or
                  otherwise  deal  with  any  of the  Collateral  as  fully  and
                  completely  as though  Lender were the absolute  owner thereof
                  for  all  purposes,  and to do,  at  Lender's  option  and the
                  Grantor's expense, at any time, or from time to time, all acts
                  and things which Lender deems  necessary to protect,  preserve
                  or realize upon the Collateral and the liens of Lender thereon
                  and to effect the intent of this  Security  Agreement,  all as
                  fully and effectively as the Grantor might do.

                  Grantor hereby ratifies all that said attorneys 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.

                  (b) Other Powers.  Grantor also authorizes Lender, at any time
and from time to time, to execute,  in connection  with the sale provided for in
Section  6  hereof,  any  endorsements,  assignments  or  other  instruments  of
conveyance or transfer with respect to the Collateral.


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                  (c) No Duty on the Part of  Lender.  The powers  conferred  on
Lender hereunder are solely to protect the interests of Lender in the Collateral
and shall not impose any duty upon Lender to exercise  any such  powers.  Lender
shall be accountable  only for amounts that it actually  receives as a result of
the exercise of such powers,  and neither it nor any of its partners,  officers,
directors,  employees or agents shall be  responsible to the Grantor for any act
or failure to act  hereunder,  except for their own gross  negligence or willful
misconduct or failure to comply with mandatory provisions of applicable law.

         7. Performance by Lender of Grantor's Obligations.  If Grantor fails to
perform or comply with any of its  agreements  contained  herein and Lender,  as
provided for by the terms of this Security  Agreement,  shall itself  perform or
comply, or otherwise cause performance or compliance,  with such agreement,  the
expenses of Lender incurred in connection  with such  performance or compliance,
together with interest thereon at the highest default rate provided in the Note,
shall be  payable  by the  Grantor  to  Lender on  demand  and shall  constitute
Obligations secured hereby.

         8.  Proceeds.  It is agreed that if an Event of Default shall occur and
be continuing (a) all Proceeds  received by Grantor  consisting of cash,  checks
and other cash  equivalents  shall be held by the  Grantor in trust for  Lender,
segregated from other funds of the Grantor, and shall, forthwith upon receipt by
the  Grantor,  be turned  over to Lender in the exact form  received  by Grantor
(duly  endorsed  by Grantor to Lender,  if  required),  and (b) any and all such
Proceeds  received by Lender (whether from Grantor or otherwise)  shall promptly
be applied by Lender against,  the Obligations  (whether  matured or unmatured),
such  application to be in such order as Lender shall elect. Any balance of such
Proceeds  remaining after the Obligations  shall have been paid in full shall be
paid over to Grantor or to  whomsoever  may be lawfully  entitled to receive the
same.

         9.  Remedies.  If an Event of Default  shall  occur and be  continuing,
Lender, may exercise, in addition to all other rights and remedies granted to it
in this Security  Agreement and in any other  instrument or agreement  securing,
evidencing or relating to the Obligations,  all rights and remedies of a secured
party under the UCC.  Without  limiting the generality of the foregoing,  Lender
without   demand  of  performance   or  other  demand,   presentment,   protest,
advertisement  or notice of any kind (except any notice required by law referred
to below) to or upon Grantor or any other person (all and each of which demands,
defenses,   advertisements   and  notices  are  hereby  waived),   may  in  such
circumstances  forthwith  collect,  receive,  appropriate  and realize  upon the
Collateral,  or any part thereof, and/or may forthwith sell, lease, assign, give
option  or  options  to  purchase,  or  otherwise  dispose  of and  deliver  the
Collateral or any part thereof (or, contract to do any of the foregoing), in one
or more parcels at public or private  sale or sales,  at any office of Lender or
elsewhere  upon such terms and  conditions as it may deem  advisable and at such
prices as it may deem best, for cash or on credit or on future delivery  without
assumption of any credit risk.  Lender shall have the right upon any such public
sale or sales, and, to the extent permitted by law, to purchase the whole or any
part of the Collateral so sold, free of any right or equity of redemption in the
Grantor,  which right or equity is hereby  waived or released.  Grantor  further
agrees, at Lender's request, to assemble the Collateral and make it available to
Lender at places which Lender shall reasonably select,  whether at the Grantor's
premises or elsewhere. Lender shall apply the net


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proceeds of any such collection,  recovery, receipt, appropriation,  realization
or sale,  after  deducting  all  reasonable  costs and  expenses  of every  kind
incurred  therein  or  incidental  to  the  care  or  safekeeping  of any of the
Collateral  or in any way  relating  to the  Collateral  or the rights of Lender
hereunder,  including,  without  limitation,   reasonable  attorneys'  fees  and
disbursements,  to the payment in whole or in part of the  Obligations,  in such
order as Lender may elect, and only after such application and after the payment
by Lender of any other  amount  required  by any  provision  of law,  including,
without  limitations Section 9-504(l)(c) of the UCC, need Lender account for the
surplus,  if any, to the Grantor.  To the extent  permitted by  applicable  law,
Grantor  waives all claims,  damages and demands it may acquire  against  Lender
arising out of the exercise by them of any rights hereunder.  If any notice of a
proposed sale or other  disposition of Collateral shall be required by law, such
notice  shall be deemed  reasonable  and proper if given at least 10 days before
such sale or other  disposition.  Grantor shall remain liable for any deficiency
if the  proceeds  of any  sale  or  other  disposition  of  the  Collateral  are
insufficient  to pay the  Obligations  and the  fees  and  disbursements  of any
attorneys employed by Lender to collect such deficiency.

         10. Limitation on Duties Regarding Preservation of Collateral. Lender's
sole duty with respect to the custody,  safekeeping and physical preservation of
the Collateral in its  possession,  under Section 9-207 of the UCC or otherwise,
shall be to deal with it in the same  manner as Lender  would deal with  similar
property for its own account. Neither Lender nor any of its partners, directors,
officers,  employees or agents shall be liable for failure to demand, collect or
realize upon all or any part of the  Collateral  or for any delay in doing so or
shall be under any  obligation  to sell or otherwise  dispose of any  Collateral
upon the request of the Grantor or otherwise.

         11. Powers Coupled with an Interest.  All  authorizations  and agencies
herein  Contained  with respect to the  Collateral  are  irrevocable  and powers
coupled with an interest.

         12.  Severability.  Any provision of this Security  Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         13. Paragraph  Headings.  The paragraph  headings used in this Security
Agreement  are for  convenience  of  reference  only and are not to  affect  the
construction hereof or be taken into consideration in the interpretation hereof.

         14. No Waiver, Cumulative Remedies. Lender shall not by any act (except
by a written  instrument  pursuant  to Section 14  hereof),  delay,  indulgence,
omission or otherwise be deemed to have waived any right or remedy  hereunder or
to have acquiesced in any default or Event of Default or in any breach of any of
the terms and  conditions  hereof.  No  failure  to  exercise,  nor any delay in
exercising, on the part of Lender, any right, power or privilege hereunder shall
operate as a waiver thereof.  No single or partial exercise of any right,  power
or privilege  hereunder shall preclude any other or further  exercise thereof or
the exercise of any other right, power or privilege. A waiver by


                                        9

<PAGE>

Lender of any right or remedy  hereunder on any occasion  shall not be construed
as a bar to any right or remedy which Lender would  otherwise have on any future
occasion.  The  rights and  remedies  herein  provided  are  cumulative,  may be
exercised singly or concurrently and are not exclusive of any rights or remedies
provided by law.

         15. Waivers and Amendments,  Successors and Assigns.  None of the terms
or provisions of this Security Agreement may be waived, amended, supplemented or
otherwise  modified except by a written  instrument  executed by the Grantor and
Lender,  provided that any provision of this Security Agreement may be waived by
Lender  in a  written  letter  or  agreement  executed  by Lender or by telex or
facsimile  transmission  from Lender.  This Security  Agreement shall be binding
upon the successors and assigns of the Grantor and shall inure to the benefit of
Lender and its successors and assigns.

         16. Notices.  All notices,  requests and demands to or upon the Grantor
or Lender to be effective shall be in writing or by telecopy or telex and unless
otherwise expressly provided herein,  shall be deemed to have been duly given or
made when delivered by hand,  or, in the case of mail,  three days after deposit
in the postal system,  first class postage prepaid,  or, in the case of telecopy
notice,  confirmation of receipt received, or, in the case of telex notice, when
sent, answerback received, addressed to a party at the address provided for such
party in the Loan Agreement.

         17.  Governing Law. This Security  Agreement  shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Tennessee
applicable to contracts to be wholly performed in such State.

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

                                    GRANTOR:

                                    CAMPUS VOICE, L.L.C.,
                                    a Delaware limited liability company


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


                                       10

<PAGE>

                                    LENDER:

                                    SIRROM INVESTMENTS, INC.
                                    a Tennessee corporation


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


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<PAGE>

                                   SCHEDULE A

                                   Trademarks

--------------------------------------------------------------------------------
     Mark                     Style       Class      Basis       Application No.
--------------------------------------------------------------------------------
1.   CAMPUS VOICE             Block       (16)       USE         (75/083197)
--------------------------------------------------------------------------------
2.   CAMPUS VOICE             Design      (16)       USE         (75/083134)
--------------------------------------------------------------------------------
3.   CAMPUS VOICE             Design      (41)       USE         (75/083196)
--------------------------------------------------------------------------------
4.   CAMPUS VOICE LIFESTYLE   Block       (16)       ITU         (75/083003)
--------------------------------------------------------------------------------
5.   CAMPUS VOICE LIFESTYLE   Design      (16)       ITU         (75/083002)
--------------------------------------------------------------------------------
6.   CAMPUS VOICE             Block       (16)       ITU         (75/083000)
     REC/SPORTS
--------------------------------------------------------------------------------
7.   CAMPUS VOICE             Design      (16)       ITU         (75/083001)
     REC/SPORTS
--------------------------------------------------------------------------------
8.   CAMPUS VOICE RADIO       Block       (38)       ITU         (75/082927)
--------------------------------------------------------------------------------
9.   CAMPUS VOICE RADIO       Design      (38)       ITU         (75/083004)
--------------------------------------------------------------------------------
10.  CAMPUS VOICE             Block       (38)       ITU         (75/082998)
     TELEVISION
--------------------------------------------------------------------------------
11.  CAMPUS VOICE             Design      (38)       ITU         (75/082928)
     TELEVISION
--------------------------------------------------------------------------------
12.  CAMPUS VOICE NEWS        Block       (41)       ITU         (75/082929)
--------------------------------------------------------------------------------
13.  CAMPUS VOICE NEWS        Design      (41)       ITU         (75/083142)
--------------------------------------------------------------------------------


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