SECURITY AGREEMENT


      SECURITY AGREEMENT (this "Agreement"),  dated as of March 21, 2006, by and
among IPEX, Inc., a Nevada  corporation  ("IPEX"),  RGB Channel,  Inc., a Nevada
corporation and wholly owned subsidiary of IPEX ("RGB Channel"), and the secured
parties signatory hereto and their respective endorsees, transferees and assigns
(collectively,  the  "Secured  Party").  IPEX and RGB Channel  are  collectively
referred to in this Agreement as the "Company".

                              W I T N E S S E T H:

      WHEREAS,  pursuant  to a  Securities  Purchase  Agreement,  dated the date
hereof,  between the Company and the Secured Party (the  "Purchase  Agreement"),
IPEX has agreed to issue to the Secured  Party and the Secured  Party has agreed
to purchase from IPEX certain 10% Secured  Convertible  Notes, due one year from
the date of issue (the  "Notes"),  which are  convertible  into either shares of
IPEX's common stock,  par value $.001 per share, or RGB Channel's  common stock,
par value $.001 per share; and

      WHEREAS,  in order to induce the Secured Party to purchase the Notes,  the
Company has agreed to execute and  deliver to the Secured  Party this  Agreement
for the  benefit  of the  Secured  Party  and to  grant  to it a first  priority
security  interest  in  certain  property  of the  Company  to secure the prompt
payment,  performance and discharge in full of all of the Company's  obligations
under the Notes.

      NOW,  THEREFORE,  in consideration of the agreements  herein contained and
for other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

      1.    Certain Definitions.  As used in this Agreement, the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
shall have the respective meanings given such terms in Article 9 of the UCC.

            (a)   "Ballerini  Purchase  Agreement"  means that certain  Purchase
Agreement dated June 7, 2005 by and among IPEX, B Tech Ltd.,  Massimo  Ballerini
and Emanuele Boni.

            (b)   "Collateral"  means the  collateral in which the Secured Party
is granted a security  interest by this  Agreement  and which shall  include the
following,  whether presently owned or existing or hereafter  acquired or coming
into existence,  and all additions and accessions  thereto and all substitutions
and  replacements  thereof,  and all  proceeds,  products and accounts  thereof,
including,  without  limitation,  all proceeds  from the sale or transfer of the
Collateral  and of  insurance  covering  the  same  and of any  tort  claims  in
connection therewith:

                  (i)   the Assets (defined in the Ballerini Purchase Agreement)
            acquired by IPEX pursuant to the Ballerini Purchase  Agreement,  and
            which IPEX plans to transfer and assign to RGB Channel;


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<PAGE>


                  (ii)  the  Assets  (defined  in the  RGB  Purchase  Agreement)
            acquired by IPEX, Inc. pursuant to the RGB Purchase  Agreement,  and
            which IPEX plans to transfer and assign to RGB Channel; and

                  (iii) All of the Company's  Intellectual  Property  related to
            the Assets  described  in  Sections  1(b)(i)  and  1(b)(ii)  of this
            Agreement.

            (c)   "Copyrights"  means,  solely as it relates to the  Collateral:
(i) all copyrights,  registrations and applications for registration,  issued or
filed,  including any reissues,  extensions or renewals thereof,  by or with the
United  States  Copyright  Office or any similar  office or agency of the United
States,  any  state  thereof,  or any other  country  or  political  subdivision
thereof, or otherwise, including, all rights in and to the material constituting
the  subject  matter  thereof,  and (ii) any  rights  in any  material  which is
copyrightable  or which is protected by common law, United States copyright laws
or similar laws or any law of any State.

            (d)   "Copyright  License"  means any  agreement,  written  or oral,
providing for a grant by the Company of any right in any Copyright.

            (e)   "Intellectual  Property"  means,  collectively,  the  Software
Intellectual Property, Copyrights, Copyright Licenses, Patents, Patent Licenses,
Trademarks, Trademark Licenses and Trade Secrets related to the Collateral.

            (f)   "Obligations"  means all of the  Company's  obligations  under
this Agreement and the Notes, in each case,  whether now or hereafter  existing,
voluntary or involuntary, direct or indirect, absolute or contingent, liquidated
or  unliquidated,  whether or not jointly owed with  others,  and whether or not
from time to time  decreased or  extinguished  and later  decreased,  created or
incurred,  and all or any portion of such  obligations or  liabilities  that are
paid,  to the  extent all or any part of such  payment  is avoided or  recovered
directly  or  indirectly  from the  Secured  Party as a  preference,  fraudulent
transfer  or  otherwise  as  such  obligations  may  be  amended,  supplemented,
converted, extended or modified from time to time.

            (g)   "Patents" means,  solely as it relates to the Collateral:  (i)
all letters  patent of the United  States or any other  country or any political
subdivision  thereof,  and all reissues  and  extensions  thereof,  and (ii) all
applications  for  letters  patent  of the  United  States  and  all  divisions,
continuations  and  continuations-in-part  thereof  or any other  country or any
political subdivision.

            (h)   "Patent  License"  means all  agreements,  whether  written or
oral, providing for the grant by the Company of any right to manufacture, use or
sell any invention covered by a Patent.

            (i)   "RGB Purchase Agreement" means that certain Purchase Agreement
dated June 7, 2005 by and among IPEX, RGB Channel SRL,  Emanuele  Boni,  Massimo
Ballerini and B Tech Ltd.

            (j)   "Software Intellectual Property" means:



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<PAGE>

                  (i)   all software programs (including all source code, object
            code and all related  applications  and data  files)  related to the
            Collateral,  whether upgraded,  enhanced,  licensed or leased by the
            Company;

                  (ii)  all computers and electronic  data  processing  hardware
            and firmware associated therewith;

                  (iii) all   documentation   (including   flow  charts,   logic
            diagrams,  manuals,  guides and specifications) with respect to such
            software,  hardware and firmware  described in the preceding clauses
            (i) and (ii); and

                  (iv)  all  rights  with  respect  to  all  of  the  foregoing,
            including, without limitation, any and all upgrades,  modifications,
            copyrights,   licenses,  options,  warranties,   service  contracts,
            program services,  test rights,  maintenance rights, support rights,
            improvement  rights,   renewal  rights  and   indemnifications   and
            substitutions,  replacements, additions, or model conversions of any
            of the foregoing.

            (k)   "Trademarks"  means,  solely as it relates to the  Collateral:
(i) 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  Office or in any similar office or agency of the United  States,  any
state  thereof or any other  country or any political  subdivision  thereof,  or
otherwise, and (ii) all reissues, extensions or renewals thereof.

            (l)   "Trademark  License"  means any  agreement,  written  or oral,
providing for the grant by the Company of any right to use any Trademark.

            (m)   "Trade Secrets" means, solely as it relates to the Collateral:
common law and statutory trade secrets and all other confidential or proprietary
or useful information and all know-how obtained by or used in or contemplated at
any time for use in the  business of the  Company  (all of the  foregoing  being
collectively called a "Trade Secret"), whether or not such Trade Secret has been
reduced to a writing or other tangible form,  including all documents and things
embodying, incorporating or referring in any way to such Trade Secret, all Trade
Secret licenses, and including the right to sue for and to enjoin and to collect
damages for the actual or  threatened  misappropriation  of any Trade Secret and
for the breach or enforcement of any such Trade Secret license.

            (n)   "UCC" means the  Uniform  Commercial  Code,  as  currently  in
effect in the State of California.



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<PAGE>

      2.    Grant of Security  Interest.  As an inducement for the Secured Party
to purchase the Notes and to secure the complete and timely payment, performance
and  discharge  in  full,  as the case may be,  of all of the  Obligations,  the
Company  hereby,   unconditionally   and   irrevocably,   pledges,   grants  and
hypothecates  to the  Secured  Party,  a  continuing  security  interest  in,  a
continuing  first lien upon, an unqualified  right to possession and disposition
of and a right of set-off against,  in each case to the fullest extent permitted
by law, all of the Company's  right,  title and interest of whatsoever  kind and
nature in and to the Collateral (the "Security Interest").

      3.    Representations,   Warranties,   Covenants  and  Agreements  of  the
Company.  The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:

            (a)   The Company has the requisite corporate power and authority to
enter into this Agreement and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by the Company of this Agreement and the
filings  contemplated  therein have been duly authorized by all necessary action
on the part of the  Company and no further  action is  required by the  Company.
This Agreement  constitutes a legal, valid and binding obligation of the Company
enforceable  in  accordance  with its  terms,  except as  enforceability  may be
limited by bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting the enforcement of creditor's rights generally.

            (b)   The Company  represents  and warrants  that it has no place of
business or offices where its  respective  books of account and records are kept
(other than  temporarily  at the offices of its  attorneys  or  accountants)  or
places where Collateral is stored or located,  except as set forth on Schedule A
attached hereto;

            (c)   The  Company is the sole owner of the  Collateral  (except for
non-exclusive  licenses  granted  by the  Company  in  the  ordinary  course  of
business), free and clear of any liens, security interests, encumbrances, rights
or claims,  and is fully  authorized  to grant the  Security  Interest in and to
pledge the  Collateral.  There is not on file in any  governmental or regulatory
authority, agency or recording office an effective financing statement, security
agreement, license or transfer or any notice of any of the foregoing (other than
those  that have  been  filed in favor of the  Secured  Party  pursuant  to this
Agreement)  covering  or  affecting  any of the  Collateral.  So  long  as  this
Agreement  shall be in  effect,  the  Company  shall not  execute  and shall not
knowingly  permit to be on file in any such office or agency any such  financing
statement  or other  document or  instrument  covering or  affecting  any of the
Collateral (except to the extent filed or recorded in favor of the Secured Party
pursuant to the terms of this Agreement).

            (d)   No  part  of  the   Collateral  has  been  judged  invalid  or
unenforceable.  No written claim has been  received  that any  Collateral or the
Company's use of any  Collateral  violates the rights of any third party.  There
has been no adverse  decision to the Company's  claim of ownership  rights in or
exclusive  rights to use the Collateral in any  jurisdiction or to the Company's
right to keep and maintain such  Collateral in full force and effect,  and there
is no proceeding  involving said rights pending or, to the best knowledge of the
Company,   threatened  before  any  court,  judicial  body,   administrative  or
regulatory agency, arbitrator or other governmental authority.



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<PAGE>

            (e)   The Company  shall at all times  maintain its books of account
and records  relating to the  Collateral at its principal  place of business and
its Collateral at the locations set forth on Schedule A attached  hereto and may
not relocate such books of account and records or tangible  Collateral unless it
delivers  to the  Secured  Party at least 30 days prior to such  relocation  (i)
written notice of such  relocation  and the new location  thereof (which must be
within  the  United  States)  and  (ii)  evidence  that  appropriate   financing
statements and other necessary  documents have been filed and recorded and other
steps have been taken to perfect the Security Interest to create in favor of the
Secured  Party valid,  perfected  and  continuing  first  priority  liens in the
Collateral.

            (f)   On the date of execution of this  Agreement,  the Company will
deliver to the Secured Party one or more  executed UCC  financing  statements on
Form UCC-1 with respect to the Security  Interest for filing with the  Secretary
of State of Nevada and in such other  jurisdictions  as may be  requested by the
Secured Party.

            (g)   The execution, delivery and performance of this Agreement does
not conflict with or cause a breach or default, or an event that with or without
the passage of time or notice,  shall constitute a breach or default,  under any
agreement  to which the Company is a party or by which the Company is bound.  No
consent (including,  without limitation,  from stock holders or creditors of the
Company) is required  for the Company to enter into and perform its  obligations
hereunder.

            (h)   The Company shall at all times maintain the liens and Security
Interest  provided for hereunder as valid and perfected first priority liens and
security  interests in the  Collateral  in favor of the Secured Party until this
Agreement  and the  Security  Interest  hereunder  shall  terminate  pursuant to
Section 11. The  Company  hereby  agrees to defend the same  against any and all
persons.  The Company shall safeguard and protect all Collateral for the account
of the Secured Party. At the request of the Secured Party, the Company will sign
and  deliver to the  Secured  Party at any time or from time to time one or more
financing  statements  pursuant to the UCC (or any other applicable  statute) in
form  reasonably  satisfactory  to the  Secured  Party  and will pay the cost of
filing the same in all public  offices  wherever  filing is, or is deemed by the
Secured Party to be, necessary or desirable to effect the rights and obligations
provided for herein.  Without  limiting the  generality  of the  foregoing,  the
Company shall pay all fees,  taxes and other  amounts  necessary to maintain the
Collateral and the Security Interest hereunder, and the Company shall obtain and
furnish to the  Secured  Party from time to time,  upon  demand,  such  releases
and/or  subordinations of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.

            (i)   The Company will not transfer, pledge, hypothecate,  encumber,
license  (except  for  non-exclusive  licenses  granted  by the  Company  in the
ordinary course of business), sell or otherwise dispose of any of the Collateral
without the prior written consent of the Secured Party.

            (j)   The Company shall, within ten (10) days of obtaining knowledge
thereof,  advise the  Secured  Party  promptly,  in  sufficient  detail,  of any
substantial  change in the Collateral,  and of the occurrence of any event which
would have a material  adverse  effect on the value of the  Collateral or on the
Secured Party's security interest therein.



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<PAGE>

            (k)   The Company shall promptly  execute and deliver to the Secured
Party such further deeds, mortgages, assignments, security agreements, financing
statements or other instruments, documents, certificates and assurances and take
such further  action as the Secured  Party may from time to time request and may
in its sole  discretion  deem  necessary  to  perfect,  protect or  enforce  its
security  interest in the Collateral in which the Secured Party has been granted
a security interest hereunder.

            (l)   The  Company   shall   permit  the   Secured   Party  and  its
representatives  and agents to inspect the  Collateral at any time,  and to make
copies of  records  pertaining  to the  Collateral  as may be  requested  by the
Secured Party from time to time.

            (m)   The  Company  will  take all  steps  reasonably  necessary  to
diligently pursue and seek to preserve,  enforce and collect any rights, claims,
causes of action and accounts receivable in respect of the Collateral.

            (n)   The  Company  shall  promptly  notify  the  Secured  Party  in
sufficient detail upon becoming aware of any attachment,  garnishment, execution
or  other  legal  process  levied  against  any  Collateral  and  of  any  other
information  received by the Company that may materially affect the value of the
Collateral,  the  Security  Interest  or the rights and  remedies of the Secured
Party hereunder.

            (o)   All information  heretofore,  herein or hereafter  supplied to
the Secured Party by or on behalf of the Company with respect to the  Collateral
is accurate and complete in all material respects as of the date furnished.

      4.    Defaults. The following events shall be "Events of Default":

            (a)   The  occurrence  of an Event of  Default  (as  defined  in the
Notes) under the Notes; and

            (b)   Any   representation  or  warranty  of  the  Company  in  this
Agreement shall prove to have been incorrect in any material respect when made.

      5.    Duty To Hold In Trust.  Upon the  occurrence of any Event of Default
and at any  time  thereafter,  the  Company  shall,  upon  receipt  by it of any
revenue, income or other sums subject to the Security Interest,  whether payable
pursuant  to the  Notes  or  otherwise,  or of any  check,  draft,  note,  trade
acceptance  or other  instrument  evidencing  an obligation to pay any such sum,
hold the same in trust for the  Secured  Party and shall  forthwith  endorse and
transfer  any such  sums or  instruments,  or both,  to the  Secured  Party  for
application to the satisfaction of the Obligations.

      6.    Rights and Remedies  Upon Default.  Upon  occurrence of any Event of
Default and at any time  thereafter,  the Secured  Party shall have the right to
exercise all of the remedies  conferred  hereunder and under the Notes,  and the
Secured  Party shall have all the rights and  remedies of a secured  party under
the UCC and/or any other  applicable law (including the Uniform  Commercial Code
of  any  jurisdiction  in  which  any  Collateral  is  then  located).   Without
limitation, the Secured Party shall have the following rights and powers:



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<PAGE>

            (a)   The Secured  Party shall have the right to take  possession of
the Collateral and, for that purpose,  enter, with the aid and assistance of any
person,  any premises where the  Collateral,  or any part thereof,  is or may be
placed and remove the same,  and the Company shall  assemble the  Collateral and
make it available to the Secured  Party at places which the Secured  Party shall
reasonably  select,  whether at the Company's  premises or  elsewhere,  and make
available to the Secured Party,  without rent,  all of the Company's  respective
premises and facilities  for the purpose of the Secured Party taking  possession
of, removing or putting the Collateral in saleable or disposable form.

            (b)   The Secured Party shall have the right to assign,  sell, lease
or otherwise dispose of and deliver all or any part of the Collateral, at public
or private  sale or  otherwise,  either with or without  special  conditions  or
stipulations,  for cash or on credit or for future  delivery,  in such parcel or
parcels  and at such time or times and at such  place or  places,  and upon such
terms and conditions as the Secured Party may deem commercially reasonable,  all
without (except as shall be required by applicable statute and cannot be waived)
advertisement  or demand upon or notice to the Company or right of redemption of
the Company,  which are hereby  expressly  waived.  Upon each such sale,  lease,
assignment  or other  transfer  of  Collateral,  the Secured  Party may,  unless
prohibited by applicable law which cannot be waived, purchase all or any part of
the Collateral being sold, free from and discharged of all trusts, claims, right
of redemption and equities of the Company, which are hereby waived and released.

      7.    Applications  of Proceeds.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys'  fees and expenses  incurred by the Secured  Party in  enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other  amounts  required by  applicable  law,  after which the Secured Party
shall pay to the  Company any surplus  proceeds.  If, upon the sale,  license or
other  disposition of the Collateral,  the proceeds  thereof are insufficient to
pay all amounts to which the Secured Party is legally entitled, the Company will
be liable for the deficiency,  and the reasonable fees of any attorneys employed
by the Secured  Party to collect  such  deficiency.  To the extent  permitted by
applicable  law, the Company waives all claims,  damages and demands against the
Secured Party arising out of the repossession, removal, retention or sale of the
Collateral,  unless due to the gross  negligence  or willful  misconduct  of the
Secured Party.

      8.    Costs and  Expenses.  The  Company  agrees to pay all  out-of-pocket
fees,  costs and  expenses  incurred  in  connection  with any  filing  required
hereunder, including without limitation, any financing statements,  continuation
statements,  partial releases and/or  termination  statements related thereto or
any  expenses of any  searches  reasonably  required by the Secured  Party.  The
Company  shall also pay all other  claims and  charges  which in the  reasonable
opinion of the Secured Party might  prejudice,  imperil or otherwise  affect the
Collateral or the Security Interest therein. The Company will also, upon demand,
pay to the  Secured  Party  the  amount  of any  and  all  reasonable  expenses,
including the reasonable fees and expenses of its counsel and of any experts and
agents, which the Secured Party may incur in connection with (a) the enforcement
of this  Agreement,  (b)  the  custody  or  preservation  of,  or the  sale  of,
collection from, or other  realization  upon, any of the Collateral,  or (c) the
exercise  or  enforcement  of any of the rights of the  Secured  Party under the
Notes.



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<PAGE>

      9.    Responsibility  for Collateral.  The Company assumes all liabilities
and responsibility in connection with all Collateral, and the obligations of the
Company  hereunder or under the Notes shall in no way be affected or  diminished
by reason of the loss, destruction,  damage or theft of any of the Collateral or
its unavailability for any reason.

      10.   Security Interest Absolute.  All rights of the Secured Party and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the Notes or any agreement entered into in connection with the foregoing, or any
portion  hereof or  thereof;  (b) any  change  in the  time,  manner or place of
payment  or  performance  of,  or in  any  other  term  of,  all  or  any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the  Notes or any  other  agreement  entered  into in  connection  with the
foregoing; (c) any exchange,  release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure  from any other
collateral for, or any guaranty,  or any other  security,  for all or any of the
Obligations;  (d) any action by the Secured Party to obtain,  adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection  with the  Collateral;  or (e) any  other  circumstance  which  might
otherwise constitute any legal or equitable defense available to the Company, or
a discharge of all or any part of the Security  Interest  granted hereby.  Until
the  Obligations  shall have been paid and performed in full,  the rights of the
Secured Party shall continue even if the  Obligations are barred for any reason,
including,  without  limitation,  the running of the statute of  limitations  or
bankruptcy.  The  Company  expressly  waives  presentment,  protest,  notice  of
protest,  demand, notice of nonpayment and demand for performance.  In the event
that at any time any transfer of any  Collateral or any payment  received by the
Secured Party  hereunder  shall be deemed by final order of a court of competent
jurisdiction to have been a voidable  preference or fraudulent  conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise  due to any party  other than the  Secured  Party,  then,  in any such
event, the Company's  obligations  hereunder shall survive  cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or  cancellation  of this  Agreement,  but shall  remain a valid and binding
obligation  enforceable in accordance with the terms and provisions  hereof. The
Company  waives all right to require  the Secured  Party to proceed  against any
other person or to apply any Collateral  which the Secured Party may hold at any
time, or to marshal  assets,  or to pursue any other remedy.  The Company waives
any defense  arising by reason of the  application of the statute of limitations
to any obligation secured hereby.

      11.   Term of Agreement.  This  Agreement and the Security  Interest shall
terminate  on the date on which all  payments  under the Notes have been made in
full  and all  other  Obligations  have  been  paid  or  discharged.  Upon  such
termination,  the  Secured  Party,  at the  request  and at the  expense  of the
Company,  will join in executing any  termination  statement with respect to any
financing statement executed and filed pursuant to this Agreement.



                                       8
<PAGE>

      12.   Power of Attorney; Further Assurances.

            (a)   The  Company  authorizes  the Secured  Party,  and does hereby
make, constitute and appoint it, and its respective officers, agents, successors
or assigns with full power of  substitution,  as the  Company's  true and lawful
attorney-in-fact, with power, in its own name or in the name of the Company, to,
after the  occurrence  and during the  continuance  of an Event of Default,  (i)
endorse any notes, checks, drafts, money orders, or other instruments of payment
(including  payments  payable under or in respect of any policy of insurance) in
respect of the  Collateral  that may come into  possession of the Secured Party;
(ii) to sign and endorse any UCC financing statement or any invoice,  freight or
express bill,  bill of lading,  storage or warehouse  receipts,  drafts  against
debtors, assignments, verifications and notices in connection with accounts, and
other  documents  relating to the Collateral;  (iii) to pay or discharge  taxes,
liens,  security interests or other encumbrances at any time levied or placed on
or threatened  against the  Collateral;  (iv) to demand,  collect,  receipt for,
compromise,  settle and sue for monies due in respect of the Collateral; and (v)
generally,  to do, at the  option of the  Secured  Party,  and at the  Company's
expense,  at any  time,  or from  time to time,  all acts and  things  which the
Secured  Party  deems  necessary  to  protect,  preserve  and  realize  upon the
Collateral  and the  Security  Interest  granted  therein in order to effect the
intent of this  Agreement  and the Notes,  all as fully and  effectually  as the
Company  might or could  do;  and the  Company  hereby  ratifies  all that  said
attorney shall  lawfully do or cause to be done by virtue hereof.  This power of
attorney is coupled  with an interest and shall be  irrevocable  for the term of
this  Agreement  and  thereafter  as long  as any of the  Obligations  shall  be
outstanding.

            (b)   On  a  continuing  basis,  the  Company  will  make,  execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any  jurisdiction,  all such  instruments,  and take all
such action as may reasonably be deemed necessary or advisable, or as reasonably
requested  by the  Secured  Party,  to perfect  the  Security  Interest  granted
hereunder and otherwise to carry out the intent and purposes of this  Agreement,
or for assuring and confirming to the Secured Party the grant or perfection of a
security interest in all the Collateral.

            (c)   The Company hereby  irrevocably  appoints the Secured Party as
the Company's  attorney-in-fact,  with full  authority in the place and stead of
the  Company  and in the name of the  Company,  from time to time in the Secured
Party's  discretion,  to take any action and to execute any instrument which the
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement,  including  the  filing,  in its  sole  discretion,  of  one or  more
financing or continuation statements and amendments thereto,  relative to any of
the Collateral without the signature of the Company where permitted by law.

            (d)   The Company  shall  execute  such  additional  agreements  and
documents necessary or advisable to accomplish the purposes of this Agreement.



                                       9
<PAGE>

      13.   Notices.  All notices,  requests,  demands and other  communications
hereunder shall be in writing,  with copies to all the other parties hereto, and
shall be deemed to have been duly  given  when (a) if  delivered  by hand,  upon
receipt, (b) if sent by facsimile, upon receipt of proof of sending thereof, (c)
if sent by nationally recognized overnight delivery service (receipt requested),
the next  business day or (d) if mailed by  first-class  registered or certified
mail, return receipt requested,  postage prepaid, four days after posting in the
U.S. mails, in each case if delivered to the following addresses:

                  If to IPEX or RGB Channel:

                           IPEX, Inc.
                           9255 Towne Centre Drive
                           San Diego, California 92121
                           Attention:  Chief Executive Officer
                           Telephone: (858) 720-8000
                           Facsimile:  (858) 204-6115

                  With a copy to (which shall not constitute notice):

                           Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                           New York, New York 10018
                           Attention:  Marc J. Ross, Esq.
                           Telephone: (212) 930-9700
                           Facsimile:  (212) 930-9725

      If to a Secured  Party:  To the address set forth  immediately  below such
Secured Party's name on the signature pages to the Purchase Agreement.

      14.   Other  Security.  To the  extent  that  the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Secured Party shall have the right, in its sole discretion,  to pursue,
relinquish,  subordinate,  modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured  Party's rights and
remedies hereunder.

      15.   Miscellaneous.

            (a)   No course of  dealing  between  the  Company  and the  Secured
Party, nor any failure to exercise, nor any delay in exercising,  on the part of
the Secured Party,  any right,  power or privilege  hereunder or under the Notes
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or  privilege  hereunder or  thereunder  preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.

            (b)   All of the  rights  and  remedies  of the  Secured  Party with
respect to the Collateral,  whether established hereby or by the Notes or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised singly or concurrently.



                                       10
<PAGE>

            (c)   This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and is intended to supersede all prior
negotiations,  understandings  and agreements  with respect  thereto.  Except as
specifically set forth in this Agreement,  no provision of this Agreement may be
modified or amended except by a written agreement specifically referring to this
Agreement and signed by the parties hereto.

            (d)   In the event that any  provision of this  Agreement is held to
be invalid,  prohibited or  unenforceable  in any  jurisdiction  for any reason,
unless such  provision  is narrowed by  judicial  construction,  this  Agreement
shall, as to such jurisdiction,  be construed as if such invalid,  prohibited or
unenforceable  provision had been more  narrowly  drawn so as not to be invalid,
prohibited or unenforceable. If, notwithstanding the foregoing, any provision of
this  Agreement  is held  to be  invalid,  prohibited  or  unenforceable  in any
jurisdiction,  such provision, as to such jurisdiction,  shall be ineffective to
the  extent  of  such  invalidity,   prohibition  or  unenforceability   without
invalidating the remaining  portion of such provision or the other provisions of
this  Agreement  and without  affecting the validity or  enforceability  of such
provision or the other provisions of this Agreement in any other jurisdiction.

            (e)   No waiver of any  breach or  default  or any right  under this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.

            (f)   This Agreement  shall be binding upon and inure to the benefit
of each party hereto and its successors and assigns.

            (g)   Each party  shall take such  further  action and  execute  and
deliver such further  documents as may be necessary or  appropriate  in order to
carry out the provisions and purposes of this Agreement.

            (h)   This Agreement  shall be construed in accordance with the laws
of the State of  California,  except to the extent the  validity,  perfection or
enforcement  of a security  interest  hereunder  in  respect  of any  particular
Collateral  which  are  governed  by a  jurisdiction  other  than  the  State of
California  in which  case such law shall  govern.  Each of the  parties  hereto
irrevocably  submit to the exclusive  jurisdiction  of any  California  State or
United  States  federal  court  sitting in San Diego  County  over any action or
proceeding arising out of or relating to this Agreement,  and the parties hereto
hereby irrevocably agree that all claims in respect of such action or proceeding
may be heard and  determined  in such  California  State or federal  court.  The
parties  hereto  agree that a final  judgment in any such  action or  proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other  manner  provided by law.  The parties  hereto  further
waive any objection to venue in the State of California  and any objection to an
action  or  proceeding  in the  State of  California  on the  basis of forum non
conveniens.



                                       11
<PAGE>

            (i)   EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS AGREEMENT.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL  ENCOMPASSING OF
ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER
OF THIS AGREEMENT,  INCLUDING WITHOUT LIMITATION  CONTRACT CLAIMS,  TORT CLAIMS,
BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY
HERETO  ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO
ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY
ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
REPRESENTS  THAT IT HAS REVIEWED  THIS WAIVER WITH ITS LEGAL  COUNSEL,  AND THAT
SUCH  PARTY HAS  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ITS RIGHTS TO A JURY TRIAL
FOLLOWING  SUCH  CONSULTATION.   THIS  WAIVER  IS  IRREVOCABLE,   MEANING  THAT,
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS AND SUPPLEMENTS OR MODIFICATIONS  TO THIS AGREEMENT.  IN THE EVENT OF A
LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY THE
COURT.

            (j)   This Agreement may be executed in any number of  counterparts,
each of which when so  executed  shall be deemed to be an original  and,  all of
which taken together shall  constitute one and the same Agreement.  In the event
that any signature is delivered by facsimile transmission,  such signature shall
create a valid  binding  obligation  of the party  executing (or on whose behalf
such  signature is executed)  the same with the same force and effect as if such
facsimile signature were the original thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       12
<PAGE>




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

                               IPEX, INC.



                               By:  _____________________________________
                                    Sothi Thillairajah
                                    Chief Executive Officer



                               RGB CHANNEL, INC.



                               By:  _____________________________________
                                    Sothi Thillairajah
                                    Chief Executive Officer



                        [SECURED PARTY SIGNATURES FOLLOW]



                                       13
<PAGE>


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

                                 SECURED PARTY



                                 By:  _____________________________________
                                 Print Name:
                                 Print Title:




                                       14
<PAGE>




                                   SCHEDULE A
                                   ----------


Principal Place of Business of the Company:
-------------------------------------------

9255 Towne Centre Drive
San Diego, California 92121

Locations Where Collateral is Located:
--------------------------------------

9255 Towne Centre Drive
San Diego, California 92121