SECURITY
      AGREEMENT

     

    THIS
      SECURITY
      AGREEMENT
      (as
      amended, restated, supplemented or otherwise modified from time to time, this
      “Agreement”)
      dated
      as of _____ __, 2008 among OPTIONS
      MEDIA GROUP HOLDINGS, INC.,
      a
      Delaware corporation (the
      “Company”),
      OPTIONS
      ACQUISITION SUB, INC. (“Options”,
      together with Company, and each
      other Person who becomes a party to this Agreement by execution of a joinder
      in
      the form of Exhibit
      A
      attached
      hereto, is hereinafter sometimes referred to individually as a “Debtor”
and,
      collectively, as the “Debtors”),
      and CUSTOMER
      ACQUISITION NETWORK HOLDINGS, INC., a
      Delaware corporation (together
      with its successors and assigns, the “Secured
      Party”).
      

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      on the date hereof, pursuant to that certain merger agreement by and among
      the
      Debtors and Options Acquisition Corp., dated June 23, 2008 (the “Merger
      Agreement”),
      whereby the Company acquired Options. Pursuant to the terms of the Merger
      Agreement, the Company issued, and the Secured Party acquired that certain
      senior secured promissory note in the principal amount of
      $____________ (such
      note, together with any promissory notes or other securities issued in exchange
      or substitution therefor or replacement thereof, and as any of the same may
      be
      amended, supplemented, restated or modified and in effect from time to time,
      the
“Note”);

     

    WHEREAS,
      each Debtor (other than the Company) from time to time party hereto is a direct
      or indirect subsidiary of the Company and, as such, will derive substantial
      benefit and advantage from the financial accommodations to the Company set
      forth
      in the Note, and it will be in each such Debtor’s direct interest and economic
      benefit to assist the Company in procuring said financial accommodations from
      the Secured Party; and

     

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

     

    Section
      1. Definitions.
      

     

    “Accounts”
means
      any “account,” as such term is defined in the Uniform Commercial Code, and, in
      any event, shall include, without limitation, “supporting obligations” as
      defined in the Uniform Commercial Code.

     

    “As-extracted
      Collateral”
means
      any “as-extracted collateral,” as such term is defined in the Uniform Commercial
      Code.

     

    “Capital
      Lease Obligation”
means,
      as to any Person, any obligation that is required to be classified and accounted
      for as a capital lease on a balance sheet of such Person prepared in accordance
      with GAAP, and the amount of such obligation shall be the capitalized amount
      thereof, determined in accordance with GAAP.

     

    “Chattel
      Paper”
means
      any “chattel paper,” as such term is defined in the Uniform Commercial Code,
      including electronic chattel paper.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Collateral”
shall
      have the meaning ascribed thereto in Section
      3
      hereof.

     

    “Commercial
      Tort Claims”
means
      “commercial tort claims”, as such term is defined in the Uniform Commercial
      Code.

     

    “Contracts”
means
      all contracts, undertakings, or other agreements (other than rights evidenced
      by
      Chattel Paper, Documents or Instruments) in or under which a Debtor may now
      or
      hereafter have any right, title or interest, including, without limitation,
      with
      respect to an Account, any agreement relating to the terms of payment or the
      terms of performance thereof.

     

    “Copyrights”
means
      any copyrights, rights and interests in copyrights, works protectable by
      copyrights, copyright registrations and copyright applications, including,
      without limitation, the copyright registrations and applications listed on
      Schedule
      III
      attached
      hereto (if any), and all renewals of any of the foregoing, all income,
      royalties, damages and payments now and hereafter due and/or payable under
      or
      with respect to any of the foregoing, including, without limitation, damages
      and
      payments for past, present and future infringements of any of the foregoing
      and
      the right to sue for past, present and future infringements of any of the
      foregoing. 

     

    “Deposit
      Accounts”
means
      all “deposit accounts” as such term is defined in the Uniform Commercial Code,
      now or hereafter held in the name of a Debtor.

     

    “Documents”
means
      any “documents,” as such term is defined in the Uniform Commercial Code, and
      shall include, without limitation, all documents of title (as defined in the
      Uniform Commercial Code), bills of lading or other receipts evidencing or
      representing Inventory or Equipment.

     

    “Equipment”
means
      any “equipment,” as such term is defined in the Uniform Commercial Code and, in
      any event, shall include, Motor Vehicles.

     

    “Event
      of Default”
shall
      have the meaning set forth in the Note. 

     

    “Excluded
      Property”
means
      any Contract, agreement, or Instrument entered into by any Debtor that by its
      terms prohibits or requires the consent of any Peron other than the Company
      and
      its Affiliates which has not been obtained as a condition to the creation by
      such Debtor of a Lien on any right, title, or interest in such Contract,
      agreement, or Instrument to the extent, and for so long as, such prohibition
      is
      not terminated or rendered unenforceable or otherwise deemed ineffective by
      the
      Uniform Commercial Code, including, without limitation, Sections 9-406, 9-407,
      9-408, or 9-409 thereof, or any successor provision or provisions or other
      applicable law.

     

    “GAAP”
means
      U.S. generally accepted accounting principles.

     

    “General
      Intangibles”
means
      any “general intangibles,” as such term is defined in the Uniform Commercial
      Code, and, in any event, shall include, without limitation, all right, title
      and
      interest in or under any Contract, models, drawings, materials and records,
      claims, literary rights, goodwill, rights of performance, Copyrights,
      Trademarks, Patents, warranties, rights under insurance policies and rights
      of
      indemnification.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Goods”
means
      any “goods”, as such term is defined in the Uniform Commercial Code, including,
      without limitation, fixtures and embedded Software to the extent included in
      “goods” as defined in the Uniform Commercial Code.

     

    “Governmental
      Authority”
means
      the government of the United States of America or any other nation, or any
      political subdivision thereof, whether state or local, or any agency, authority,
      instrumentality, regulatory body, court, central bank or other entity exercising
      executive, legislative, judicial, taxing, regulatory or administration powers
      or
      functions of or pertaining to government over any Debtor or any of its
      Subsidiaries, or any of their respective properties, assets or
      undertakings.

     

    “Instruments”
means
      any “instrument,” as such term is defined in the Uniform Commercial Code, and
      shall include, without limitation, promissory notes, drafts, bills of exchange,
      trade acceptances, letters of credit, letter of credit rights (as defined in
      the
      Uniform Commercial Code), and Chattel Paper.

     

    “Inventory”
means
      any “inventory,” as such term is defined in the Uniform Commercial
      Code.

     

    “Investment
      Property”
means
      any “investment property”, as such term is defined in the Uniform Commercial
      Code.

     

    “Liabilities”
shall
      mean all obligations, liabilities and indebtedness of every nature of Debtors
      from time to time owed or owing under or in respect of this Agreement, the
      Note,
      any of the other Security Documents and any of the other transaction documents,
      as the case may be, including, without limitation, the principal amount of
      all
      debts, claims and indebtedness, accrued and unpaid interest and all fees, costs
      and expenses, whether primary, secondary, direct, contingent, fixed or
      otherwise, heretofore, now and/or from time to time hereafter owing, due or
      payable whether before or after the filing of a bankruptcy, insolvency or
      similar proceeding under applicable federal, state, foreign or other law and
      whether or not an allowed claim in any such proceeding.

     

    “Lien”
shall
      mean with respect to any asset or property, any mortgage, lien, pledge,
      hypothecation, charge, security interest, encumbrance or adverse claim of any
      kind and any restrictive covenant, condition, restriction or exception of any
      kind that has the practical effect of creating a mortgage, lien, pledge,
      hypothecation, charge, security interest, encumbrance or adverse claim of
      any kind (including any of the foregoing created by, arising under or evidenced
      by any conditional sale or other title retention agreement, the interest of
      a
      lessor with respect to a Capital Lease Obligation, or any financing lease having
      substantially the same economic effect as any of the foregoing).

     

    “Motor
      Vehicles”
shall
      mean motor vehicles, tractors, trailers and other like property, whether or
      not
      the title thereto is governed by a certificate of title or
      ownership.

     

    “Patents”
means
      any patents and patent applications, including, without limitation, the
      inventions and improvements described and claimed therein, all patentable
      inventions and those patents and patent applications listed on Schedule IV
      attached
      hereto (if any), and the reissues, divisions, continuations, renewals,
      extensions and continuations-in-part of any of the foregoing, and all income,
      royalties, damages and payments now or hereafter due and/or payable under or
      with respect to any of the foregoing, including, without limitation, damages
      and
      payments for past, present and future infringements of any of the foregoing
      and
      the right to sue for past, present and future infringements of any of the
      foregoing.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Permitted
      Lien”
shall
      mean: 

     

    (i) 
      Liens
      created by this Agreement; 

     

    (ii) 
      Liens
      for
      taxes or other governmental charges not at the time due and payable, or which
      are being contested in good faith by appropriate proceedings diligently
      prosecuted, so long as foreclosure, distraint, sale or other similar proceedings
      have not been initiated, and in each case for which the Company and its
      Subsidiaries maintain adequate reserves in accordance with GAAP in respect
      of
      such taxes and charges; 

     

    (iii) 
      Liens
      arising in the ordinary course of business in favor of carriers, warehousemen,
      mechanics and materialmen, or other similar Liens imposed by law, which remain
      payable without penalty or which are being contested in good faith by
      appropriate proceedings diligently prosecuted, which proceedings have the effect
      of preventing the forfeiture or sale of the property subject thereto, and in
      each case for which adequate reserves in accordance with GAAP are being
      maintained; 

     

    (iv) 
      Liens
      arising in the ordinary course of business in connection with worker’s
      compensation, unemployment compensation and other types of social security
      (excluding Liens arising under ERISA); 

     

    (v) 
      Attachments,
      appeal bonds (and cash collateral securing such bonds), judgments and other
      similar Liens, for sums not exceeding $250,000 in the aggregate for the Company
      and its Subsidiaries, arising in connection with court proceedings, provided
      that the
      execution or other enforcement of such Liens is effectively stayed;

     

    (vi) 
      Easements,
      rights of way, restrictions, minor defects or irregularities in title and other
      similar Liens arising in the ordinary course of business and not materially
      detracting from the value of the property subject thereto and not interfering
      in
      any material respect with the ordinary conduct of the business of the Company
      or
      any of its Subsidiaries; 

     

    (vii) 
      Liens
      arising solely by virtue of any statutory or common law provision relating
      to
      banker’s liens, rights of set-off or similar rights and remedies and burdening
      only deposit accounts or other funds maintained with a creditor depository
      institution, provided
      that no
      such deposit account is a dedicated cash collateral account or is subject to
      restrictions against access by the depositor in excess of those set forth by
      regulations promulgated by the Board of Governors of the U.S. Federal Reserve
      System and that no such deposit account is intended by the Company or any of
      its
      Subsidiaries to provide collateral to the depository institution;
      and

     

    (viii) 
      Liens
      securing Capital Lease Obligations, provided that such Liens attach only to
      the
      fixed assets financed by such Capital Lease Obligations and such Liens attach
      concurrently with, or within ninety (90) days, after the acquisition
      thereof.

     

    “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization, a
      Governmental Authority or any other legal entity.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    “Proceeds”
means
      “proceeds,” as such term is defined in the Uniform Commercial Code and, in any
      event, includes, without limitation, (a) any and all proceeds of any insurance,
      indemnity, warranty or guaranty payable with respect to any of the Collateral,
      (b) any and all payments (in any form whatsoever) made or due and payable from
      time to time in connection with any requisition, confiscation, condemnation,
      seizure or forfeiture of all or any part of the Collateral by any governmental
      body, authority, bureau or agency (or any person acting under color of
      governmental authority), and (c) any and all other amounts from time to time
      paid or payable under, in respect of or in connection with any of the
      Collateral.

     

    “Representative”
means
      any Person acting as agent, representative or trustee on behalf of the Secured
      Party from time to time.

     

    “Software”
means
      all “software” as such term is defined in the Uniform Commercial Code, now owned
      or hereafter acquired by a Debtor, other than software embedded in any category
      of Goods, including, without limitation, all computer programs and all
      supporting information provided in connection with a transaction related to
      any
      program.

     

    “Trademarks”
means
      any trademarks, trade names, corporate names, company names, business names,
      fictitious business names, trade styles, service marks, logos, other business
      identifiers, prints and labels on which any of the foregoing have appeared
      or
      appear, all registrations and recordings thereof, and all applications in
      connection therewith, including, without limitation, the trademarks and
      applications listed in Schedule
      V
      attached
      hereto (if any) and renewals thereof, and all income, royalties, damages and
      payments now or hereafter due and/or payable under or with respect to any of
      the
      foregoing, including, without limitation, damages and payments for past, present
      and future infringements of any of the foregoing and the right to sue for past,
      present and future infringements of any of the foregoing.

     

    “Uniform
      Commercial Code”
shall
      mean the Uniform Commercial Code as in effect from time to time in the State
      of
      New York; provided,
      that to the extent that the Uniform Commercial Code is used to define any term
      herein and such term is defined differently in different Articles or Divisions
      of the Uniform Commercial Code, the definition of such term contained in Article
      or Division 9 shall govern; provided, that, if, by mandatory provisions of
      applicable laws, any or all of the attachment, perfection, or priority of
      Secured Party’s security interest in Collateral is governed by the Uniform
      Commercial Code as enacted and in effect in a jurisdiction other than the State
      of New York, the term “Uniform
      Commercial Code”
means
      the Uniform Commercial Code as enacted and in effect in such other jurisdiction
      solely for purposes of the provisions hereof relating to such attachment,
      perfection, or priority and for purposes of definitions related to such
      provisions..

     

    Section
      2. Representations,
      Warranties and Covenants of Debtors.
      Each
      Debtor represents and warrants to, and covenants with, the Secured Party as
      follows:

     

    (a) Such
      Debtor has rights in and the power to transfer the Collateral in which it
      purports to grant a security interest pursuant to Section
      3
      hereof
      (subject, with respect to after acquired Collateral, to such Debtor acquiring
      the same) and no Lien other than Permitted Liens exists or will exist upon
      such
      Collateral at any time.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (b) This
      Agreement is effective to create in favor of Secured Party a valid security
      interest in and Lien upon all of such Debtor’s right, title and interest in and
      to the Collateral, and upon (i) (A) the filing of appropriate Uniform Commercial
      Code financing statements in the jurisdictions listed on Schedule
      I
      attached
      hereto, and (B) each Deposit Account being subject to an Account Control
      Agreement (as hereinafter defined) between the applicable Debtor and depository
      institution and the Secured Party, such security interest will be a duly
      perfected first priority security interest in all of the Collateral (other
      than
      Instruments not constituting Chattel Paper), and (ii) upon delivery of the
      Instruments to the Secured Party or its Representative, duly endorsed by such
      Debtor or accompanied by appropriate instruments of transfer duly executed
      by
      such Debtor, the security interest in the Instruments will be duly perfected.
      

     

    (c) All
      of
      the Equipment, Inventory and Goods owned by such Debtor is located at the places
      as specified on Schedule
      I
      attached
      hereto. Except as disclosed on Schedule
      I,
      none of
      the Collateral is in the possession of any bailee, warehousemen, processor
      or
      consignee. Schedule
      I
      discloses such Debtor’s name as of the date hereof as it appears in official
      filings in the state or province, as applicable, of its incorporation, formation
      or organization, the type of entity of such Debtor (including corporation,
      partnership, limited partnership or limited liability company), organizational
      identification number issued by such Debtor’s state of incorporation, formation
      or organization (or a statement that no such number has been issued), such
      Debtor’s state or province, as applicable, of incorporation, formation or
      organization and the
      chief
      place of business, chief executive officer and the office where such Debtor
      keeps its books and records and the states in which such Debtor conducts its
      business. Such Debtor has only one state or
      province, as applicable, of
      incorporation, formation or organization. Such Debtor does not do business
      and
      has not done business during the past five (5) years under any trade name or
      fictitious business name except as disclosed on Schedule
      II
      attached
      hereto.

     

    (d) No
      Copyrights, Patents or Trademarks listed on Schedules
      III, IV and V,
      respectively, if any, have been adjudged invalid or unenforceable or have been
      canceled, in whole or in part, or are not presently subsisting. Each of such
      Copyrights, Patents and Trademarks (if any) is valid and enforceable. Such
      Debtor is the sole and exclusive owner of the entire and unencumbered right,
      title and interest in and to each of such Copyrights, Patents and Trademarks,
      identified on Schedules
      III, IV and V,
      as
      applicable, as being owned by such Debtor, free and clear of any liens, charges
      and encumbrances, including without limitation licenses, shop rights and
      covenants by such Debtor not to sue third persons. Such Debtor has adopted,
      used
      and is currently using, or has a current bona fide intention to use, all of
      such
      Trademarks and Copyrights. Such Debtor has no notice of any suits or actions
      commenced or threatened with reference to the Copyrights, Patents or Trademarks
      owned by it.

     

    (e) Each
      Debtor agrees to deliver to the Secured Party an updated Schedule
      I, II, III, IV and/or V
      within
      five (5) Business Days of any change thereto.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (f) All
      depositary and other accounts including, without limitation, Deposit Accounts,
      securities accounts, brokerage accounts and other similar accounts, maintained
      by each Debtor are described on Schedule
      VI
      hereto,
      which description includes for each such account the name of the Debtor
      maintaining such account, the name, address and telephone and telecopy numbers
      of the financial institution at which such account is maintained, the account
      number and the account officer, if any, of such account. No Debtor shall open
      any new Deposit Accounts, securities accounts, brokerage accounts or other
      accounts unless such Debtor shall have given Secured Party ten (10) Business
      Days’ prior written notice of its intention to open any such new accounts. Each
      Debtor shall deliver to Secured Party a revised version of Schedule
      VI
      showing
      any changes thereto within five (5) Business Days of any such change. Each
      Debtor hereby authorizes the financial institutions at which such Debtor
      maintains an account to provide Secured Party or its Representative with such
      information with respect to such account as Secured Party or its Representative
      from time to time reasonably may request, and each Debtor hereby consents to
      such information being provided to Secured Party and its Representative. In
      addition, all of such Debtor’s depositary, security, brokerage and other
      accounts including, without limitation, Deposit Accounts shall be subject to
      the
      provisions of Section
      4.5
      hereof.

     

    (g) Such
      Debtor does not own any Commercial Tort Claim except for those disclosed on
      Schedule
      VII
      hereto
      (if any).

     

    (h) Such
      Debtor does not have any interest in real property except as disclosed on
Schedule
      VIII
      (if
      any). Each Debtor shall deliver to Secured Party a revised version of
Schedule
      VIII
      showing
      any changes thereto within ten (10) Business Days of any such change. Except
      as
      otherwise agreed to by Secured Party, all such interests in real property are
      subject to a mortgage or deed of trust (in form and substance satisfactory
      to
      Secured Party) in favor of Secured Party (hereinafter, a “Mortgage”).
      

     

    (i) All
      Equipment (including, without limitation, Motor Vehicles) owned by a Debtor
      and
      subject to a certificate of title or ownership statute is described on
Schedule
      IX
      hereto.

    


    (j) The
      Company has no direct or indirect subsidiaries other than Options. 

    


    Section
      3. Collateral.
      As
      collateral security for the prompt payment in full when due (whether at stated
      maturity, by acceleration or otherwise) of the Liabilities, each Debtor hereby
      pledges and grants to the Secured Party, for the benefit of itself a Lien on
      and
      security interest in and to all of such Debtor’s right, title and interest in
      the personal property and assets of such Debtor, whether now owned by such
      Debtor or hereafter acquired and whether now existing or hereafter coming into
      existence and wherever located (all being collectively referred to herein as
      “Collateral”),
      including, without limitation:

     

    (a) all
      Instruments, together with all payments thereon or thereunder:

     

    (b) all
      Accounts;

     

    (c) all
      Inventory; 

     

    (d) all
      General Intangibles (including payment intangibles (as defined in the Uniform
      Commercial Code) and Software);

     

    (e) all
      Equipment;

     

    (f) all
      Documents;

     

    (g) all
      Contracts;

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (h)
       all
      Goods;

     

    (i) all
      Investment Property;

     

    (j) all
      Deposit Accounts, including, without limitation, the balance from time to time
      in all bank accounts maintained by such Debtor; 

     

    (k) all
      Commercial Tort Claims specified on Schedule
      VII;
      

     

    (l) all
      As-extracted Collateral; 

     

    (m) all
      Trademarks, Patents and Copyrights; and 

     

    (n) all
      other
      tangible and intangible property of such Debtor, including, without limitation,
      all interests in real property, Proceeds, tort claims, products, accessions,
      rents, profits, income, benefits, substitutions, additions and replacements
      of
      and to any of the property of such Debtor described in the preceding clauses
      of
      this Section
      3
      (including, without limitation, any proceeds of insurance thereon, insurance
      claims and all rights, claims and benefits against any Person relating thereto),
      other rights to payments not otherwise included in the foregoing, and all books,
      correspondence, files, records, invoices and other papers, including without
      limitation all tapes, cards, computer runs, computer programs, computer files
      and other papers, documents and records in the possession or under the control
      of such Debtor, any computer bureau or service company from time to time acting
      for such Debtor;

     

    provided,
      however, that the Collateral shall not include any Excluded
      Property.

     

    Section
      4. Covenants;
      Remedies.
      In
      furtherance of the grant of the pledge and security interest pursuant to
Section
      3
      hereof,
      each Debtor hereby agrees with the Secured Party as follows:

     

    4.1.
      Delivery
      and Other Perfection; Maintenance, etc.

     

    (a) Delivery
      of Instruments, Documents, Etc.
      Each
      Debtor shall deliver and pledge to the Secured Party or its Representative
      any
      and all Instruments, negotiable Documents, Chattel Paper and certificated
      securities not maintained in a securities account (accompanied by stock powers
      executed in blank) duly endorsed and/or accompanied by such instruments of
      assignment and transfer executed by such Debtor in such form and substance
      as
      the Secured Party or its Representative may request; provided,
      that so
      long as no Event of Default shall have occurred and be continuing, each Debtor
      may retain for collection in the ordinary course of business any Instruments,
      negotiable Documents and Chattel Paper received by such Debtor in the ordinary
      course of business, and the Secured Party or its Representative shall, promptly
      upon request of a Debtor, make appropriate arrangements for making any other
      Instruments, negotiable Documents and Chattel Paper pledged by such Debtor
      available to such Debtor for purposes of presentation, collection or renewal
      (any such arrangement to be effected, to the extent deemed appropriate by the
      Secured Party or its Representative, against trust receipt or like document).
      If
      a
      Debtor retains possession of any Chattel Paper, negotiable Documents or
      Instruments pursuant to the terms hereof, such Chattel Paper, negotiable
      Documents and Instruments shall be marked with the following legend: “This
      writing and the obligations evidenced or secured hereby are subject to the
      security interest of Customer
      Acquisition Network Holdings, Inc.”

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b) Other
      Documents and Actions.
      Each
      Debtor shall give, execute, deliver, file and/or record any financing statement,
      registration, notice, instrument, document, agreement, Mortgage or other papers
      that may be necessary or desirable (in the reasonable judgment of the Secured
      Party or its Representative) to create, preserve, perfect or validate the
      security interest granted pursuant hereto (or any security interest or Mortgage
      contemplated or required hereunder, including with respect to Section
      2(h)
      of this
      Agreement) or to enable the Secured Party or its Representative to exercise
      and
      enforce the rights of the Secured Party hereunder with respect to such pledge
      and security interest, provided
      that
      notices to account debtors in respect of any Accounts or Instruments shall
      be
      subject to the provisions of clause (e) below. Notwithstanding
      the foregoing each Debtor hereby irrevocably authorizes the Secured Party at
      any
      time and from time to time to file in any filing office in any jurisdiction
      any
      Uniform Commercial Code initial financing statements (and other similar filings
      or registrations under other applicable laws and regulations pertaining to
      the
      creation, attachment, or perfection of security interests) and amendments
      thereto that (a) indicate the Collateral (i) as all assets of such Debtor or
      words of similar effect, regardless of whether any particular asset comprised
      in
      the Collateral falls within the scope of Article 9 of the Uniform Commercial
      Code of the State of New York or such jurisdiction, or (ii) as being of an
      equal
      or lesser scope or with greater detail, and (b) contain any other information
      required by part 5 of Article 9 of the Uniform Commercial Code of the State
      of
      New York or any other State for the sufficiency or filing office acceptance
      of
      any financing statement or amendment, including (i) whether such Debtor is
      an
      organization, the type of organization and any organization identification
      number issued to such Debtor, and (ii) in the case of a financing statement
      filed as a fixture filing or indicating Collateral as As-extracted Collateral
      or
      timber to be cut, a sufficient description of real property to which the
      Collateral relates. Each Debtor agrees to furnish any such information to the
      Secured Party promptly upon request. Each Debtor also ratifies its authorization
      for the Secured Party to have filed in any jurisdiction any like initial
      financing statements or amendments thereto if filed prior to the date hereof.
      

     

    (c) Books
      and Records.
      Each
      Debtor (or the Company on behalf of a Debtor) shall maintain at its own cost
      and
      expense complete and accurate books and records of the Collateral, including,
      without limitation, a record of all payments received and all credits granted
      with respect to the Collateral and all other dealings with the Collateral.
      Upon
      the occurrence and during the continuation of any Event of Default, each Debtor
      shall deliver and turn over any such books and records (or true and correct
      copies thereof) to the Secured Party or its Representative at any time on
      demand. Each Debtor shall permit any Representative of the Secured Party to
      inspect such books and records upon reasonable advance notice, at any time
      during reasonable business hours and will provide photocopies thereof at such
      Debtor’s expense to the Secured Party upon request of the Secured Party;
      provided, that, after the occurrence of an Event of Default, Debtors shall
      permit any Representative of the Secured Party to inspect such books and records
      at any time with or without prior notice.

     

    (d) Motor
      Vehicles.
      Each
      Debtor shall, promptly upon acquiring same, cause the Secured Party to be listed
      as the lienholder on each certificate of title or ownership covering any items
      of Equipment, including Motor Vehicles, having a value in excess of $50,000
      in
      the aggregate for all such items of Equipment of the Debtor, or otherwise comply
      with the certificate of title or ownership laws of the relevant jurisdiction
      issuing such certificate of title or ownership in order to properly evidence
      and
      perfect Secured Party’s security interest in the assets represented by such
      certificate of title or ownership.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    (e) Notice
      to Account Debtors; Verification.
      (i)
      Upon the occurrence and during the continuance of any Event of Default (or
      if
      any rights of set-off (other than set-offs against an Account arising under
      the
      Contract giving rise to the same Account) or contra accounts may be asserted),
      upon request of the Secured Party or its Representative, each Debtor shall
      promptly notify (and each Debtor hereby authorizes the Secured Party and its
      Representative so to notify) each account debtor in respect of any Accounts
      or
      Instruments or other Persons obligated on the Collateral that such Collateral
      has been assigned to the Secured Party hereunder, and that any payments due
      or
      to become due in respect of such Collateral are to be made directly to the
      Secured Party, and (ii) the Secured Party and its Representative shall have
      the
      right at any time or times to make direct verification with the account debtors
      or other Persons obligated on any and all of the Accounts or other
      Collateral.

     

    (f) Intellectual
      Property.
      Each
      Debtor represents and warrants that the Copyrights, Patents and Trademarks
      listed on Schedules
      III, IV and V,
      respectively (if any), constitute all of the registered Copyrights and all
      of
      the Patents and Trademarks now owned by such Debtor. If such Debtor shall (i)
      obtain rights to any new patentable inventions, any registered Copyrights or
      any
      Patents or Trademarks, or (ii) become entitled to the benefit of any registered
      Copyrights or any Patents or Trademarks or any improvement on any Patent, the
      provisions of this Agreement above shall automatically apply thereto and such
      Debtor shall give to Secured Party prompt written notice thereof. Each Debtor
      hereby authorizes Secured Party to modify this Agreement by amending
Schedules
      III, IV and V,
      as
      applicable, to include any such registered Copyrights or any such Patents and
      Trademarks. Each Debtor shall have the duty (i) to prosecute diligently any
      patent, trademark, or service mark applications pending as of the date hereof
      or
      hereafter, (ii) to make application on unpatented but patentable inventions
      and
      on trademarks, copyrights and service marks, as appropriate, (iii) to preserve
      and maintain all rights in the Copyrights, Patents and Trademarks, to the extent
      material to the operations of the business of such Debtor and (iv) to ensure
      that the Copyrights, Patents and Trademarks are and remain enforceable, to
      the
      extent material to the operations of the business of such Debtor. Any expenses
      incurred in connection with such Debtor’s obligations under this Section
      4.1(f)
      shall be
      borne by such Debtor. Except for any such items that a Debtor reasonably
      believes (using prudent industry customs and practices) are no longer necessary
      for the on-going operations of its business, no Debtor shall abandon any right
      to file a patent, trademark or service mark application, or abandon any pending
      patent, trademark or service mark application or any other Copyright, Patent
      or
      Trademark without the written consent of Secured Party, which consent shall
      not
      be unreasonably withheld.

     

    (g) Further
      Identification of Collateral.
      Each
      Debtor will, when and as often as reasonably requested by the Secured Party
      or
      its Representative, furnish to the Secured Party or such Representative,
      statements and schedules further identifying and describing the Collateral
      and
      such other reports in connection with the Collateral as the Secured Party or
      its
      Representative may reasonably request, all in reasonable detail.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (h) Investment
      Property.
      Each
      Debtor will take any and all actions required or requested by the Secured Party,
      from time to time, to (i) cause the Secured Party to obtain exclusive control
      of
      any Investment Property owned by such Debtor in a manner acceptable to the
      Secured Party and (ii) obtain from any issuers of Investment Property and such
      other Persons, for the benefit of the Secured Party, written confirmation of
      the
      Secured Party’s control over such Investment Property. For purposes of this
Section
      4.1(h),
      the
      Secured Party shall have exclusive control of Investment Property if (i) such
      Investment Property consists of certificated securities and a Debtor delivers
      such certificated securities to the Secured Party (with appropriate endorsements
      if such certificated securities are in registered form); (ii) such Investment
      Property consists of uncertificated securities and either (x) a Debtor delivers
      such uncertificated securities to the Secured Party or (y) the issuer thereof
      agrees, pursuant to documentation in form and substance satisfactory to the
      Secured Party, that it will comply with instructions originated by the Secured
      Party without further consent by such Debtor, and (iii) such Investment Property
      consists of security entitlements and either (x) the Secured Party becomes
      the
      entitlement holder thereof or (y) the appropriate securities intermediary
      agrees, pursuant to the documentation in form and substance satisfactory to
      the
      Secured Party, that it will comply with entitlement orders originated by the
      Secured Party without further consent by any Debtor.

     

    
      
        (i) Reserved.

         

      

    

    (j) Commercial
      Tort Claims.
      Each
      Debtor shall promptly notify Secured Party of any Commercial Tort Claim acquired
      by it that concerns a claim in excess of $50,000 and unless otherwise consented
      to by Secured Party, such Debtor shall enter into a supplement to this Agreement
      granting to Secured Party a Lien on and security interest in such Commercial
      Tort Claim.

     

    4.2
      Other
      Liens.
      Debtors
      will not create, permit or suffer to exist, and will defend the Collateral
      against and take such other action as is necessary to remove, any Lien on the
      Collateral except Permitted Liens, and will defend the right, title and interest
      of the Secured Party in and to the Collateral and in and to all Proceeds thereof
      against the claims and demands of all Persons whatsoever.

     

    4.3
      Preservation
      of Rights.
      Whether
      or not any Event of Default has occurred or is continuing, the Secured Party
      and
      its Representative may, but shall not be required to, take any steps the Secured
      Party or its Representative deems necessary or appropriate to preserve any
      Collateral or any rights against third parties to any of the Collateral,
      including obtaining insurance for the Collateral at any time when such Debtor
      has failed to do so, and Debtors shall promptly pay, or reimburse the Secured
      Party for, all expenses incurred in connection therewith.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    4.4
      Formation
      of Subsidiaries; Name Change; Location; Bailees.

     

    (a) No
      Debtor
      shall form or acquire any subsidiary unless (i) such Debtor pledges all of
      the
      stock of such subsidiary to the Secured Party (in the case of Company, pursuant
      to the existing pledge agreement by Company in favor of the Secured Party or,
      with respect to a Debtor other than Company, pursuant to a pledge agreement
      in
      form and substance acceptable to Secured Party), (ii) such subsidiary becomes
      a
      party to this Agreement and all other applicable Security Documents and (iii)
      the formation or acquisition of such Subsidiary is not prohibited by the terms
      of the transaction documents.

     

    (b)
       No
      Debtor
      shall (i) reincorporate or reorganize itself under the laws of any jurisdiction
      other than the jurisdiction in which it is incorporated or organized as of
      the
      date hereof without the prior written consent of Secured Party, (ii) change
      its
      legal name without notifying the Secured Party in writing at least 10 days
      in
      advance of such change, or (iii) otherwise change its identity or corporate
      structure without the prior written consent of Secured Party. Each Debtor will
      notify Secured Party promptly in writing at least ten (10) days prior to any
      such change described in the immediately prior sentence or in the proposed
      use
      by such Debtor of any tradename or fictitious business name other than any
      such
      name set forth on Schedule
      II
      attached
      hereto. 

     

    (c) Except
      for the sale of Inventory in the ordinary course of business,
      each
      Debtor will keep the Collateral at the locations specified in Schedule
      I.
      Each
      Debtor will give Secured Party thirty (30) day’s prior written notice of any
      change in such Debtor’s chief place of business or of any new location for any
      of the Collateral.

     

    (d) If
      any
      Collateral is at any time in the possession or control of any warehousemen,
      bailee, consignee or processor, such Debtor shall, upon the request of Secured
      Party or its Representative, notify such warehousemen, bailee, consignee or
      processor of the Lien and security interest created hereby and shall instruct
      such Person to hold all such Collateral for Secured Party’s account subject to
      Secured Party’s instructions.

     

    (e) Each
      Debtor acknowledges that until this Agreement has been terminated in accordance
      with Section 4.12 below, it is not authorized to file any financing statement
      or
      amendment or termination statement with respect to any financing statement
      without the prior written consent of Secured Party and agrees that it will
      not
      do so without the prior written consent of Secured Party, subject to such
      Debtor’s rights under Section 9-509(d)(2) to the Uniform Commercial
      Code.

     

    (f) No
      Debtor
      shall enter into any Contract that restricts or prohibits the grant to Secured
      Party of a security interest in Accounts, Chattel Paper, Instruments or payment
      intangibles or the proceeds of the foregoing.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    4.5 Bank
      Accounts and Securities Accounts.

     

    (a) On
      or
      prior to the date hereof, the Secured Party and each Debtor, as applicable,
      shall enter into an account control agreement or securities account control
      agreement, as applicable, which agreement shall be in form and substance
      reasonably satisfactory to the Secured Party (each, an “Account
      Control Agreement”),
      with
      each financial institution with which such Debtor maintains from time to time
      any Deposit Accounts (general or special), securities accounts, brokerage
      accounts or other similar accounts, which financial institutions are set forth
      on Schedule
      VI
      attached
      hereto. Pursuant to the Account Control Agreements and pursuant hereto, each
      such Debtor grants and shall grant to the Secured Party a continuing lien upon,
      and security interest in, all such accounts and all funds at any time paid,
      deposited, credited or held in such accounts (whether for collection,
      provisionally or otherwise) or otherwise in the possession of such financial
      institutions, and each such financial institution shall act as the Secured
      Party’s agent in connection therewith. Following the Closing Date, no Debtor
      shall establish any new Deposit Account, securities account, brokerage account
      or other similar account with any financial institution unless prior thereto,
      the Secured Party and such Debtor shall have entered into an Account Control
      Agreement with such financial institution which purports to cover such account.
      Each Debtor shall deposit and keep on deposit all of its funds into a Deposit
      Account which is subject to an Account Control Agreement. 

     

    (b) Upon
      the
      Secured Party’s request following the occurrence and during the continuance of
      an Event of Default, each Debtor shall establish lock-box or blocked accounts
      (collectively, “Blocked
      Accounts”)
      in
      such Debtor’s name with such banks as are reasonably acceptable to the Secured
      Party (“Collecting
      Banks”),
      subject to irrevocable instructions in a form reasonably acceptable to the
      Secured Party, to which the obligors of all Accounts shall directly remit all
      payments on Accounts and in which such Debtor will immediately deposit all
      cash
      payments for Inventory or other cash payments constituting proceeds of
      Collateral in the identical form in which such payment was made, whether by
      cash
      or check. In addition, the Secured Party may establish one or more depository
      accounts at each Collecting Bank or at a centrally located bank (collectively,
      the “Depository
      Account”).
      All
      amounts held or deposited in the Blocked Accounts held by such Collecting Bank
      shall be transferred to the Depository Account without any further notice or
      action required by Secured Party. Subject to the foregoing, each Debtor hereby
      agrees that all payments received by the Secured Party whether by cash, check,
      wire transfer or any other instrument, made to such Blocked Accounts or
      otherwise received by the Secured Party and whether in respect of the Accounts
      or as proceeds of other Collateral or otherwise will be the sole and exclusive
      property of the Secured Party. Each Debtor, and any of its Affiliates,
      employees, agents and other Persons acting for or in concert with such Debtor
      shall, acting as trustee for the Secured Party, receive, as the sole and
      exclusive property of the Secured Party, any moneys, checks, notes, drafts
      or
      other payments relating to and/or proceeds of Accounts or other Collateral
      which
      come into the possession or under the control of such Debtor or any Affiliates,
      employees, agent or other Persons acting for or in concert with such Debtor,
      and
      immediately upon receipt thereof, such Debtor or Persons shall deposit the
      same
      or cause the same to be deposited in kind, in a Blocked Account.

     

    4.6
      Events
      of Default, Etc.
      During
      the period during which an Event of Default shall have occurred and be
      continuing:

     

    (a) each
      Debtor shall, at the request of the Secured Party or its Representative,
      assemble the Collateral and
      make
      it available to Secured Party or its Representative at a place or places
      designated by the Secured Party or its Representative which are reasonably
      convenient to Secured Party or its Representative, as applicable, and such
      Debtor;

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (b) the
      Secured Party or its Representative may make any reasonable compromise or
      settlement deemed desirable with respect to any of the Collateral and may extend
      the time of payment, arrange for payment in installments, or otherwise modify
      the terms of, any of the Collateral;

     

    (c) the
      Secured Party shall have all of the rights and remedies with respect to the
      Collateral of a secured party under the Uniform Commercial Code (whether or
      not
      said Uniform Commercial Code is in effect in the jurisdiction where the rights
      and remedies are asserted) and such additional rights and remedies to which
      a
      secured party is entitled under the laws in effect in any jurisdiction where
      any
      rights and remedies hereunder may be asserted, including, without limitation,
      the right, to the maximum extent permitted by law, to: (i) exercise all voting,
      consensual and other powers of ownership pertaining to the Collateral as if
      the
      Secured Party were the sole and absolute owner thereof (and each Debtor agrees
      to take all such action as may be appropriate to give effect to such right)
      and
      (ii) to the appointment of a receiver or receivers for all or any part of the
      Collateral or business of a Debtor, whether such receivership be incident to
      a
      proposed sale or sales of such Collateral or otherwise and without regard to
      the
      value of the Collateral or the solvency of any person or persons liable for
      the
      payment of the Liabilities secured by such Collateral. Each Debtor hereby
      consents to the appointment of such receiver or receivers, waives any and all
      defenses to such appointment and agrees that such appointment shall in no manner
      impair, prejudice or otherwise affect the rights of Secured Party under this
      Agreement. Each Debtor hereby expressly waives notice of a hearing for
      appointment of a receiver and the necessity for bond or an accounting by the
      receiver;

     

    (d) the
      Secured Party or its Representative in their discretion may, in the name of
      the
      Secured Party or in the name of a Debtor or otherwise, demand, sue for, collect
      or receive any money or property at any time payable or receivable on account
      of
      or in exchange for any of the Collateral, but shall be under no obligation
      to do
      so;

     

    (e)
      the
      Secured Party or its Representative may take immediate possession and occupancy
      of any premises owned, used or leased by a Debtor (subject to the terms of
      any
      lease relating thereto) and exercise all other rights and remedies which may
      be
      available to the Secured Party;

     

    (f) the
      Secured Party may, upon reasonable notice (such reasonable notice to be
      determined by Secured Party in its sole and absolute discretion) to Debtors
      of
      the time and place, with respect to the Collateral or any part thereof which
      shall then be or shall thereafter come into the possession, custody or control
      of the Secured Party or its Representative, sell, lease, license, assign or
      otherwise dispose of all or any part of such Collateral, at such place or places
      as the Secured Party deems best, and for cash or for credit or for future
      delivery (without thereby assuming any credit risk), at public or private sale,
      without demand of performance or notice of intention to effect any such
      disposition or of the time or place thereof (except such notice as is required
      above or by applicable statute and cannot be waived), and the Secured Party
      or
      anyone else may be the purchaser, lessee, licensee, assignee or recipient of
      any
      or all of the Collateral so disposed of at any public sale (or, to the extent
      permitted by law, at any private sale) and thereafter hold the same absolutely,
      free from any claim or right of whatsoever kind, including any right or equity
      of redemption (statutory or otherwise), of Debtors, any such demand, notice
      and
      right or equity being hereby expressly waived and released. The Secured Party
      may, without notice or publication, adjourn any public or private sale or cause
      the same to be adjourned from time to time by announcement at the time and
      place
      fixed for the sale, and such sale may be made at any time or place to which
      the
      sale may be so adjourned; and

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (g) the
      rights, remedies and powers conferred by this Section 4.6 are in addition to,
      and not in substitution for, any other rights, remedies or powers that the
      Secured Party may have under any transaction document, at law, in equity or
      by
      or under the Uniform Commercial Code or any other statute or agreement. The
      Secured Party may proceed by way of any action, suit or other proceeding at
      law
      or in equity and no right, remedy or power of the Secured Party will be
      exclusive of or dependent on any other. The Secured Party may exercise any
      of
      its rights, remedies or powers separately or in combination and at any
      time.

     

    The
      proceeds of each collection, sale or other disposition under this Section
      4.6
      shall be
      applied in accordance with Section
      4.9
      hereof.

     

    4.7
      Deficiency.
      If the
      proceeds of sale, collection or other realization of or upon the Collateral
      are
      insufficient to cover the costs and expenses of such realization and the payment
      in full of the Liabilities, Debtors shall remain liable for any
      deficiency.

     

    4.8
      Private
      Sale.
      Each
      Debtor recognizes that the Secured Party may be unable to effect a public sale
      of any or all of the Collateral consisting of securities by reason of certain
      prohibitions contained in the Securities Act of 1933, as amended (the
“Act”),
      and
      applicable state securities laws, but may be compelled to resort to one or
      more
      private sales thereof to a restricted group of purchasers who will be obliged
      to
      agree, among other things, to acquire such Collateral for their own account
      for
      investment and not with a view to the distribution or resale thereof. Each
      Debtor acknowledges and agrees that any such private sale may result in prices
      and other terms less favorable to the seller than if such sale were a public
      sale and, notwithstanding such circumstances, agrees that any such private
      sale
      shall be deemed to have been made in a commercially reasonable manner. The
      Secured Party shall be under no obligation to delay a sale of any of the
      Collateral to permit a Debtor to register such Collateral for public sale under
      the Act, or under applicable state securities laws, even if Debtors would agree
      to do so. The Secured Party shall not incur any liability as a result of the
      sale of any such Collateral, or any part thereof, at any private sale provided
      for in this Agreement conducted in a commercially reasonable manner, and each
      Debtor hereby waives any claims against the Secured Party arising by reason
      of
      the fact that the price at which the Collateral may have been sold at such
      a
      private sale was less than the price which might have been obtained at a public
      sale or was less than the aggregate amount of the Liabilities, even if the
      Secured Party accepts the first offer received and does not offer the Collateral
      to more than one offeree.

     

    Each
      Debtor further agrees to do or cause to be done all such other acts and things
      as may be necessary to make such sale or sales of any portion or all of any
      such
      Collateral valid and binding and in compliance with any and all applicable
      laws,
      regulations, orders, writs, injunctions, decrees or awards of any and all
      courts, arbitrators or governmental instrumentalities, domestic or foreign,
      having jurisdiction over any such sale or sales, all at such Debtor’s expense,
provided
      that
      Debtors shall be under no obligation to take any action to enable any or all
      of
      such Collateral to be registered under the provisions of the Act. Each Debtor
      further agrees that a breach of any of the covenants contained in this
Section
      4.8
      will
      cause irreparable injury to the Secured Party, that the Secured Party has no
      adequate remedy at law in respect of such breach and, as a consequence, agrees
      that each and every covenant contained in this Section
      4.8
      shall be
      specifically enforceable against Debtors, and each Debtor hereby waives and
      agrees not to assert any defenses against an action for specific performance
      of
      such covenants except for a defense that no Event of Default has occurred and
      is
      continuing.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    4.9
      Application
      of Proceeds.
      The
      proceeds of any collection, sale or other realization of all or any part of
      the
      Collateral, and any other cash at the time held by the Secured Party under
      this
      Agreement, shall be applied in the manner set forth in the Note (or, if not
      so
      set forth, in a manner acceptable to, and at the election of, the Secured
      Party).

     

    4.10
      Attorney-in-Fact.
      Each
      Debtor hereby irrevocably constitutes and appoints the Secured Party, 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 such Debtor and in
      the
      name of such Debtor or in its own name, from time to time in the discretion
      of
      the Secured Party, for the purpose of carrying out the terms of this Agreement,
      to take any and all appropriate action and to execute and deliver any and all
      documents and instruments which may be necessary or desirable to perfect or
      protect any security interest granted hereunder or to maintain the perfection
      or
      priority of any security interest granted hereunder, and, without limiting
      the
      generality of the foregoing, hereby gives the Secured Party the power and right,
      on behalf of such Debtor, without notice to or assent by such Debtor, to do
      the
      following upon the occurrence and during the continuation of any Event of
      Default:

     

    (a) to
      take
      any and all appropriate action and to execute and deliver any and all documents
      and instruments which may be necessary or desirable to accomplish the purposes
      of this Agreement;

     

    (b) to
      ask,
      demand, collect, receive and give acquittance and receipts for any and all
      moneys due and to become due under any Collateral and, in the name of such
      Debtor 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 any 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 the Secured Party for the purpose of collecting any and all
      such
      moneys due under any Collateral whenever payable 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 the Secured Party for the purpose of collecting any and
      all such moneys due under any Collateral whenever payable;

     

    (c) to
      pay or
      discharge charges or liens levied or placed on or threatened against the
      Collateral, to effect any insurance called for by the terms of this Agreement
      and to pay all or any part of the premiums therefor; 

     

    (d) to
      direct
      any party liable for any payment under any of the Collateral to make payment
      of
      any and all moneys due, and to become due thereunder, directly to the Secured
      Party or as the Secured Party shall direct, and to receive payment of and
      receipt for any and all moneys, claims and other amounts due, and to become
      due
      at any time, in respect of or arising out of any Collateral;

     

    (e) to
      sign
      and indorse any invoices, freight or express bills, bills of lading, storage
      or
      warehouse receipts, drafts against debtors, assignments, verifications and
      notices in connection with accounts and other Documents constituting or relating
      to the Collateral;

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (f) 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 part
      thereof and to enforce any other right in respect of any
      Collateral;

     

    (g) to
      defend
      any suit, action or proceeding brought against a Debtor with respect to any
      Collateral;

     

    (h) to
      settle, compromise or adjust any suit, action or proceeding described above
      and,
      in connection therewith, to give such discharges or releases as the Secured
      Party may deem appropriate; 

     

    (i) to
      the
      extent that a Debtor’s authorization given in Section
      4.1(b)
      of this
      Agreement is not sufficient to file such financing statements with respect
      to
      this Agreement, with or without such Debtor’s signature, or to file a photocopy
      of this Agreement in substitution for a financing statement, as the Secured
      Party may deem appropriate and to execute in such Debtor’s name such financing
      statements and amendments thereto and continuation statements which may require
      such Debtor’s signature; and

     

    (j) generally
      to sell, transfer, pledge, make any agreement with respect to or otherwise
      deal
      with any of the Collateral as fully and completely as though the Secured Party
      were the absolute owners thereof for all purposes, and to do, at the Secured
      Party’s option and at such Debtor’s expense, at any time, or from time to time,
      all acts and things which the Secured Party reasonably deems necessary to
      protect, preserve or realize upon the Collateral and the Secured Party’s lien
      therein, in order to effect the intent of this Agreement, all as fully and
      effectively as such Debtor might do.

     

    Each
      Debtor hereby ratifies, to the extent permitted by law, all that such attorneys
      lawfully do or cause to be done by virtue hereof. The power of attorney granted
      hereunder is a power coupled with an interest and shall be irrevocable until
      the
      Liabilities are indefeasibly paid in full in cash and this Agreement is
      terminated in accordance with Section
      4.12
      hereof.

     

    Each
      Debtor also authorizes the Secured Party, at any time from and after the
      occurrence and during the continuation of any Event of Default, (x) to
      communicate in its own name with any party to any Contract with regard to the
      assignment of the right, title and interest of such Debtor in and under the
      Contracts hereunder and other matters relating thereto and (y) to execute,
      in
      connection with any sale of Collateral provided for in Section
      4.6
      hereof,
      any endorsements, assignments or other instruments of conveyance or transfer
      with respect to the Collateral.

     

    4.11
      Perfection.
      Prior
      to or concurrently with the execution and delivery of this Agreement, each
      Debtor shall:

     

    (a) file
      such
      financing statements, assignments for security and other documents in such
      offices as may be necessary or as the Secured Party or the Representative may
      request to perfect the security interests granted by Section
      3
      of this
      Agreement; and

     

    (b) at
      Secured Party’s request, deliver to the Secured Party or its Representative the
      originals of all Instruments together with, in the case of Instruments
      constituting promissory notes, allonges attached thereto showing such promissory
      notes to be payable to the order of a blank payee.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    4.12
      Termination.
      This
      Agreement and the Liens and security interests granted hereunder shall not
      terminate until the termination of the Note and the full and complete
      performance and indefeasible satisfaction of all the Liabilities (i) in respect
      of the Note (including, without limitation, the indefeasible payment in full
      in
      cash of all such Liabilities) and (ii) with respect to which claims have been
      asserted by the Secured Party, whereupon the Secured Party shall forthwith
      cause
      to be assigned, transferred and delivered, against receipt but without any
      recourse, warranty or representation whatsoever, any remaining Collateral to
      or
      on the order of Debtors, at which time this Agreement and Liens granted pursuant
      hereto shall automatically terminate. The Secured Party shall also execute
      and
      deliver to Debtors upon such termination and at Debtors’ expense such Uniform
      Commercial Code termination statements, certificates for terminating the liens
      on the Motor Vehicles (if any) and such other documentation as shall be
      reasonably requested by Debtors to effect the termination and release of the
      Liens and security interests in favor of the Secured Party affecting the
      Collateral.

     

    4.13
      Further
      Assurances.
      At any
      time and from time to time, upon the written request of the Secured Party or
      its
      Representative, and at the sole expense of Debtors, Debtors will promptly and
      duly execute and deliver any and all such further instruments, documents and
      agreements and take such further actions as are necessary or the Secured Party
      or its Representative may reasonably require in order for the Secured Party
      to
      obtain the full benefits of this Agreement and of the rights and powers herein
      granted in favor of the Secured Party, including, without limitation, using
      Debtors’ commercially reasonable efforts to secure all consents and approvals
      necessary or appropriate for the assignment to the Secured Party of any
      Collateral held by Debtors or in which a Debtor has any rights not heretofore
      assigned, the filing of any financing or continuation statements under the
      Uniform Commercial Code with respect to the liens and security interests granted
      hereby, transferring Collateral to the Secured Party’s possession (if a security
      interest in such Collateral can be perfected by possession), placing the
      interest of the Secured Party as lienholder on the certificate of title of
      any
      Motor Vehicle and obtaining waivers of liens from landlords and mortgagees.
      Each
      Debtor also hereby authorizes the Secured Party and its Representative to file
      any such financing or continuation statement without the signature of such
      Debtor to the extent permitted by applicable law.

     

    4.14
      Limitation
      on Duty of Secured Party.
      The
      powers conferred on the Secured Party under this Agreement are solely to protect
      the Secured Party’s interest in the Collateral and shall not impose any duty
      upon it to exercise any such powers. The Secured Party shall be accountable
      only
      for amounts that it actually receives as a result of the exercise of such powers
      and neither the Secured Party nor its Representative nor any of their respective
      officers, directors, employees or agents shall be responsible to Debtors for
      any
      act or failure to act, except for willful misconduct. Without limiting the
      foregoing, the Secured Party and any Representative shall be deemed to have
      exercised reasonable care in the custody and preservation of the Collateral
      in
      their possession if such Collateral is accorded treatment substantially
      equivalent to that which the relevant Secured Party or any Representative,
      in
      its individual capacity, accords its own property consisting of the type of
      Collateral involved, it being understood and agreed that neither the Secured
      Party nor any Representative shall have any responsibility for taking any
      necessary steps (other than steps taken in accordance with the standard of
      care
      set forth above) to preserve rights against any Person with respect to any
      Collateral.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    Also
      without limiting the generality of the foregoing, neither the Secured Party
      nor
      any Representative shall have any obligation or liability under any Contract
      or
      license by reason of or arising out of this Agreement or the granting to the
      Secured Party of a security interest therein or assignment thereof or the
      receipt by the Secured Party or any Representative of any payment relating
      to
      any Contract or license pursuant hereto, nor shall the Secured Party or any
      Representative be required or obligated in any manner to perform or fulfill
      any
      of the obligations of Debtors under or pursuant to any Contract or license,
      or
      to make any payment, or to make any inquiry as to the nature or the sufficiency
      of any payment received by it or the sufficiency of any performance by any
      party
      under any Contract or license, or to present or file any claim, or to take
      any
      action to collect or enforce any performance or the payment of any amounts
      which
      may have been assigned to it or to which it may be entitled at any time or
      times.

     

    Section
      5. Miscellaneous.

     

    5.1
      No
      Waiver.
      No
      failure on the part of the Secured Party or any of its Representatives to
      exercise, and no course of dealing with respect to, and no delay in exercising,
      any right, power or remedy hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise by the Secured Party or any of its
      Representatives of any right, power or remedy hereunder preclude any other
      or
      further exercise thereof or the exercise of any other right, power or remedy.
      The rights and remedies hereunder provided are cumulative and may be exercised
      singly or concurrently, and are not exclusive of any rights and remedies
      provided by law.

     

    5.2
      Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      York, without giving effect to any choice of law or conflict of law provision
      or
      rule (whether of the State of New York or any other jurisdiction) that would
      cause the application of the laws of any jurisdiction other than the State
      of
      New York

     

    5.3
      Notices.
      From
      the
      date of this Agreement until the first date following the date on which the
      Note
      is not outstanding and this Agreement has terminated, the Company shall and
      shall cause each of its Subsidiaries to notify the Secured Party in writing
      (A)
      at least 10 days in advance of any change in such Person’s legal name and (B)
      within 10 days of the change of the use of any trade name, assumed name,
      fictitious name or division name not previously disclosed to the Secured Party
      in writing. All of the foregoing notices also shall be provided by the Company
      or the applicable Subsidiary to each Secured Party in writing.

     

    5.4
      Amendments,
      Etc.
      The
      terms of this Agreement may be waived, altered or amended only by an instrument
      in writing duly executed by the Debtor sought to be charged or benefited thereby
      and the Secured Party. Any such amendment or waiver shall be binding upon the
      Secured Party and the Debtor sought to be charged or benefited thereby and
      their
      respective successors and assigns.

     

    5.5
      Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      successors and assigns of each of the parties hereto, provided,
      that no
      Debtor shall assign or transfer its rights hereunder without the prior written
      consent of the Secured Party. Secured
      Party may assign its rights hereunder without the consent of Debtors, in which
      event such assignee shall be deemed to be Secured Party hereunder with respect
      to such assigned rights.

     

    5.6
      Counterparts;
      Headings.
      This
      Agreement may be authenticated in any number of counterparts, all of which
      taken
      together shall constitute one and the same instrument and any of the parties
      hereto may authenticate this Agreement by signing any such counterpart. This
      Agreement may be authenticated by manual signature or facsimile, .pdf or similar
      electronic signature, all of which shall be equally valid. The headings in
      this
      Agreement are for convenience of reference only and shall not alter or otherwise
      affect the meaning hereof.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    5.7
      Severability.
      If any
      provision hereof is invalid and unenforceable in any jurisdiction, then, to
      the
      fullest extent permitted by law, (a) the other provisions hereof shall remain
      in
      full force and effect in such jurisdiction and shall be liberally construed
      in
      favor of the Secured Party and its Representative in order to carry out the
      intentions of the parties hereto as nearly as may be possible and (b) the
      invalidity or unenforceability of any provision hereof in any jurisdiction
      shall
      not affect the validity or enforceability of such provision in any other
      jurisdiction.

     

    5.8
      SUBMISSION
      TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS.
      (A) EACH DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
      OF
      ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW
      YORK, BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
      RELATING TO THIS AGREEMENT AND EACH DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL
      CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
      IN
      ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
      HAVE
      AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT
      OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE
      RIGHT OF SECURED PARTY TO BRING PROCEEDINGS AGAINST ANY DEBTOR IN THE COURTS
      OF
      ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY A DEBTOR AGAINST SECURED
      PARTY, ANY BUYER OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY,
      ANY
      MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTION WITH THIS AGREEMENT
      SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK (AND SECURED PARTY HEREBY
      SUBMITS TO THE JURISDICTION OF SUCH COURT). EACH PARTY HERETO HEREBY IRREVOCABLY
      WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN
      ANY
      SUCH ACTION OR PROCEEDING BY MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS
      FOR NOTICES TO IT IN ACCORDANCE WITH SECTION
      5.3
      OF THIS AGREEMENT AND AGREES THAT SUCH NOTICE SHALL CONSTITUTE GOOD AND
      SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
      SHALL
      BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED
      BY LAW. 

     

    5.9
      WAIVER
      OF RIGHT TO TRIAL BY JURY.
      EACH DEBTOR AND SECURED PARTY EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL
      BY
      JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
      TO
      THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION,
      PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
      ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT
      CLAIMS, OR OTHERWISE. EACH DEBTOR AND SECURED PARTY EACH AGREE THAT ANY SUCH
      CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
      LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT
      TO
      A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
      AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR
      IN
      PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
      PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. 

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    5.10 Joint
      and Several.
      The
      obligations, covenants and agreements of Debtors hereunder, except their several
      grant of Liens and security interests under Section 3 hereof, shall be the
      joint
      and several obligations, covenants and agreements of each Debtor, whether or
      not
      specifically stated herein.

     

    5.11 No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    5.12 Entire
      Agreement.
      This
      Agreement supersedes all other prior oral or written agreements between each
      Debtor, Secured Party and its affiliates and persons acting on their behalf
      with
      respect to the matters discussed herein, and this Agreement and the transaction
      documents and instruments referenced herein and therein contain the entire
      understanding of the parties with respect to the matters covered herein and
      therein.

     

    -
      Remainder of Page Intentionally Left Blank; Signature Page Follows
      -

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

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


     

    
      	 	
              DEBTORS:

            
	 	 
	 	
              OPTIONS
                MEDIA GROUP HOLDINGS,

              INC.,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              By:

            	 
	 	 	
              Name: 
                Scott Frohman

            
	 	 	
              Title:   
                Chief Executive Officer

            
	 	 	
              FEIN:

            
	 	 
	 	
              OPTIONS
                ACQUISITION SUB, INC.,

            
	 	
              a
                Delaware corporation

            
	 	 
	 	
              By:

            	 
	 	 	
              Name: 
                Scott Frohman

            
	 	 	
              Title:   
                Chief Executive Officer

            
	 	 	
              FEIN:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 
              	
              SECURED
                PARTY:

            
	 	 
	 	
              CUSTOMER
                ACQUISITION NETWORK

              HOLDINGS,
                INC., a Delaware corporation

              company,

            
	 	 
	 	
              By:

            	 
	 	
              Name: 
                Michael D. Mathews

            
	 	
              Title: 
                Chief Executive Officer

            
	 	 
	 	
              Notice
                Address:

            
	 	 
	 	
              Customer
                Acquisition Network Holdings, Inc.

            
	 	
              200
                Park Avenue South

            
	 	
              Suite
                908-909

            
	 	
              New
                York, NY

            
	 	
              Attention: 
                Michael D. Mathews

            
	 	
              Phone:
                (954) 712-0000

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    Form
      of
      Joinder

    Joinder
      to Security Agreement

    


    The
      undersigned, ______________________________, hereby joins in the execution
      of
      that certain Security Agreement dated as of ______ __, 2008 (as amended,
      restated, supplemented or otherwise modified from time to time, the
“Security
      Agreement”)
      by
      OPTIONS MEDIA GROUP HOLDINGS, INC.,
      a
      Delaware corporation,
      OPTIONS
      ACQUISITION SUB, INC., a Delaware corporation, and each other Person that
      becomes a Debtor thereunder after the date hereof and pursuant to the terms
      thereof, to and in favor of Customer Acquisition Network Holdings, Inc. By
      executing this Joinder, the undersigned hereby agrees that it is a Debtor
      thereunder and agrees to be bound by all of the terms and provisions of the
      Security Agreement.

    


    The
      undersigned represents and warrants to Secured Party that:

    


    (a) all
      of
      the Equipment, Inventory and Goods owned by such Debtor is located at the places
      as specified on Schedule
      I
      and such
      Debtor conducts business in the jurisdiction set forth on Schedule
      I;
      

    


    (b) except
      as
      disclosed on Schedule
      I,
      none of
      such Collateral is in the possession of any bailee, warehousemen, processor
      or
      consignee; 

    


    (c) the
      chief
      place of business, chief executive office and the office where such Debtor
      keeps
      its books and records are located at the place specified on Schedule
      I;

    


    (d) such
      Debtor (including any Person acquired by such Debtor) does not do business
      or
      has not done business during the past five years under any tradename or
      fictitious business name, except as disclosed on Schedule
      II;

    


    (e) all
      Copyrights, Patents and Trademarks owned or licensed by the undersigned are
      listed in Schedules
      III,
      IV
      and
V,
      respectively;

    


    (f) all
      Deposit Accounts, securities accounts, brokerage accounts and other similar
      accounts maintained by such Debtor, and the financial institutions at which
      such
      accounts are maintained, are listed on Schedule
      VI;

    


    (g) all
      Commercial Tort Claims of such Debtor are listed on Schedule
      VII;

    


    (h) all
      interests in real property held by such Debtor are listed on Schedule VIII;
      

    


    (i) all
      Equipment (including Motor Vehicles) owned by such debtor are listed on
Schedule
      IX;
      and

    


    (j) all
      other
      representations and warranties made by the Debtors in the Security Agreement
      are
      true, complete and correct in all respects as of the date hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ________________,
      a _____ corporation


    


    By:______________________________

    Title:___________________________

    FEIN:____________________________

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I

    TO
      

    SECURITY
      AGREEMENT

    


    UCC
      Financing Statements; Location of Equipment, Inventory, Goods and Books and
      Records; Goods in Possession of Consignees, Bailees, Warehousemen, Agents and
      Processors; Debtors’ Legal Names; State of Incorporation; Organizational
      Identification Number; Chief Executive Office.

    


    
      	I.	
              DEBTOR:
                

            


    

    


    
      	
              1

            	
              Legal
                Name of Debtor:

            	 
	 	 	 
	
              2

            	
              State
                of Incorporation:

            	 
	 	 	 
	
              3

            	
              Organizational
                Identification Number:

            	 
	 	 	 
	
              4

            	
              Chief
                Executive Office:

            	 
	 	 	 
	
              5

            	
              Location
                of Books and Records:

            	 
	 	 	 
	
              6

            	
              Locations
                of Equipment, Inventory and Goods:

            	 
	 	 	 
	
              7

            	
              Locations
                of Goods in Possession of Consignees, Bailees, Warehousemen, Agents
                and
                Processors (including names of such consignees, bailees, etc.):
                

            	 
	 	 	 
	
              8

            	
              Jurisdictions
                For UCC Filings:

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      II

    TO
      

    SECURITY
      AGREEMENT

    


    Tradenames
      and Fictitious Names

    (Present
      and Past Five Years)

    


    
      	
              1.

            	 	 
	
              2.

            	 	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      III

    TO
      

    SECURITY
      AGREEMENT

    


    U.S.
      Copyright Registrations; Foreign Copyright Registrations; U.S. Copyright
      Applications; Foreign Copyright Applications; Copyright
      Licenses

    


    U.S.
      Copyright Registrations

    


    Foreign
      Copyright Registrations

    


    U.S.
      Copyright Applications

    


    Foreign
      Copyright Applications

    


    Copyright
      Licenses

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      IV

    TO
      

    SECURITY
      AGREEMENT

    


    U.S.
      Patent Registrations; Foreign Patent Registrations; U.S. Patent Applications;
      Foreign Patent Applications; Patent Licenses

    


    U.S.
      Patent Registrations

    


    Foreign
      Patent Registrations

    


    U.S.
      Patent Applications

    


    Foreign
      Patent Applications

    


    Patent
      Licenses

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      V

    TO
      

    SECURITY
      AGREEMENT

    


    U.S.
      Trademark Registrations; Foreign Trademark Registrations; U.S. Trademark
      Applications; Foreign Trademark Applications; Trademark
      Licenses

    


    U.S.
      Trademark Registrations

    


    Foreign
      Trademark Registrations

    


    U.S.
      Trademark Applications

    


    Foreign
      Trademark Applications

    


    Trademark
      Licenses

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      VI

    TO
      

    SECURITY
      AGREEMENT

    


    Depository
      Accounts and Other Accounts

    

      
        	
                Name
                  of Account

                Holder

              	 	
                Bank

              	 	
                Type
                  of Account (with

                general
                  description)

              	 	
                Account

                Number

              
	 	
                  

              	 	
                  

              	 	
                  

              	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

    

    SCHEDULE
      VII

    TO
      

    SECURITY
      AGREEMENT

    


    Commercial
      Tort Claims

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      VIII

    TO
      

    SECURITY
      AGREEMENT

    


    Interests
      in Real Property

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      IX

    TO
      

    SECURITY
      AGREEMENT

    


    Titled
      Equipment

    


    [To
      be
      completed]