EXHIBIT 4.39


                           GENERAL SECURITY AGREEMENT



TO:               FCC, LLC, d/b/a First Capital
                  125 TownPark Drive, Suite 190
                  Kennesaw, Georgia 30144

                  (hereinafter the "Lender")

GRANTED BY:       ANTHONY CLARK INTERNATIONAL INSURANCE
                  BROKERS LTD.

                  having its principal office or place of business at:

                  Suite 355, 10333 Southport Road
                  Calgary, Alberta
                  T2W 3X6

                  (hereinafter the "Grantor")


SECTION 1 - DEFINITIONS

1.1. Defined Terms

     (a)  As used herein:

          "Accounts", "Inventory", "Equipment",  "Intangibles", "Chattel Paper",
          "Goods",  "Instruments",  and  "Proceeds"  shall mean all of Grantor's
          such property within the meanings ascribed to such terms in the PPSA.

          "Collateral"  shall mean all of the  Grantor's  property  or rights in
          which a security interest is granted hereunder.

          "Deposit  Accounts"  shall  mean any and all  demand,  time,  savings,
          passbook,  or  similar  accounts  maintained  with a bank  or  similar
          institution,  but shall not  include  investment  property or accounts
          evidenced by an instrument.

          "Documents"  shall  mean  all  books,  records,  accounts,   invoices,
          letters,  papers,  documents  and other  records in any form or medium
          evidencing or relating to the Collateral.

          "Documents  of Title"  shall mean all present and future  documents of
          title of the Grantor,  whether negotiable or otherwise,  including all
          warehouse receipts and bills of lading.

          "Encumbrance" shall include,  without limitation, a security interest,
          lien, hypothecation, claim, charge, deemed trust or encumbrance of any
          kind whatsoever.

          "Fixture" shall include  articles of personal  property annexed to the
          Grantor's owned or leased real property so as to be regarded as a part
          thereof.


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          "Guarantee"  shall mean the Guarantee  dated as of even date,  made by
          the  Grantor  in favor of the  Lender  with  respect  to the debts and
          obligations of Addison York Insurance  Brokers Ltd. as Borrower to the
          Lender,  as same may be amended,  supplemented,  revised,  restated or
          replaced from time to time.

          "Intellectual  Property" shall mean all  intellectual  property of the
          Grantor,  including,  without  limitation,  (a)  all  patents,  patent
          applications,  patent  disclosures  and  inventions  (whether  or  not
          patentable   and  whether  or  not  reduced  to  practice);   (b)  all
          trademarks,  service marks,  trade dress,  trade names,  and corporate
          names and all the goodwill and quality  control  standards  associated
          therewith;  (c) all registered and  unregistered  statutory and common
          law copyrights;  (d) all registrations,  applications and renewals for
          any of the foregoing; (e) all trade secrets, confidential information,
          ideas, formulae, compositions,  know-how, manufacturing and production
          processes  and  techniques,   research  and  development  information,
          drawings,  specifications,  designs, plans,  improvements,  proposals,
          technical and computer data, financial,  business and marketing plans,
          and customer and supplier lists and related information; (f) all other
          proprietary  rights  (including,   without  limitation,  all  computer
          software and documentation  and all license  agreements and sublicense
          agreements  to  and  from  third  parties   relating  to  any  of  the
          foregoing);  (g) all copies and tangible  embodiments of the foregoing
          in whatever  form or medium;  (h) all damages and  payments  for past,
          present and future  infringements of the foregoing;  (i) all royalties
          and income due with respect to the foregoing; and (j) the right to sue
          and  recover  for  past,  present  and  future  infringements  of  the
          foregoing.

          "Investment  Property"  shall mean any  property of the  Grantor,  the
          primary purpose of which is the earning of profit by the Grantor.

          "Liabilities"  shall  mean (a) all of the  obligations  of  Grantor in
          favor of Lender arising under, pursuant to, or in connection with that
          certain continuing  Guarantee dated as of the date hereof from Grantor
          to Lender,  (b) all other  obligations  of Grantor to the Lender  from
          time to time of  every  type  and  description,  direct  or  indirect,
          absolute  or  contingent,  due  or to  become  due,  now  existing  or
          hereafter  arising,  and whether or not contemplated by the Grantor or
          the  Lender  as of the  date of this  Security  Agreement,  including,
          without limitation, any modification,  extension, or addition to or of
          the Liabilities and any overlying  advances,  out of formula  advances
          and overdrafts made or permitted in connection with the Liabilities or
          other  Liabilities;  and (c)  any  duty  of the  Grantor  to act or to
          refrain from acting in connection with any Liability.

          "Loan Agreement" shall mean the Loan and Security  Agreement  executed
          between Addison York Insurance  Brokers Ltd. (the  "Borrower") and the
          Lender of even date, as amended and/or restated from time to time.

          "Material  Adverse Effect" means any event,  circumstance or condition
          that could reasonably be expected to have a material adverse effect on
          (a) the  business,  operations,  financial  condition,  properties  or
          prospects of Addison York Insurance



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          Brokers Ltd., as Borrower, the Grantor or the Grantor and the Borrower
          on a  consolidated  basis,  (b) the ability of Addison York  Insurance
          Brokers  Ltd.  or the  Grantor or the  Grantor  and the  Borrower on a
          consolidated  basis to perform all  Obligations,  (c) the  validity or
          enforceability of any of the Loan Documents, or any material provision
          thereof or any material transaction  contemplated  thereby, or (d) the
          rights and remedies of Lender under any of the Loan Documents.

          "Money"  shall  mean all  present  and  future  money of the  Grantor,
          whether  authorized or adopted by the  Parliament of Canada as part of
          its currency or any foreign government as part of its currency.

          "PPSA" shall mean the Personal Property Security Act (Alberta), as the
          same may be amended, supplemented or replaced from time to time.

          "Subsidiaries"  means,  as to the Grantor,  (a) a corporation of which
          shares of stock having  ordinary voting power (other than stock having
          such power only by reason of the happening of a contingency)  to elect
          a  majority  of the  Board  of  Directors  or other  managers  of such
          corporation  are at the  time  owned,  or the  management  of which is
          otherwise  controlled,  directly  or  indirectly  through  one or more
          intermediaries,  or both,  by the  Grantor,  and (b) any  partnership,
          association, joint venture or other entity in which the Grantor and/or
          one or more  Subsidiaries of the Grantor has more than a Fifty Percent
          (50%) equity interest.

     (b)  Other  capitalized  terms  used  herein  and not  specifically  herein
          defined  shall  have  the  meanings  ascribed  to  them  in  the  Loan
          Agreement.

     (c)  The term "security  interest"  shall include,  without  limitation,  a
          fixed mortgage, hypothecation,  pledge, charge and assignment, and the
          grant of the security  interest  herein  provided  for shall  include,
          without limitation,  a fixed mortgage,  hypothecation,  pledge, charge
          and assignment of the Collateral in favor of the Lender.

1.2. Security Interest

As a general and continuing  security for the payment and performance of any and
all Liabilities,  present or future, direct or indirect, absolute or contingent,
matured  or not,  at any time owing by the  Grantor  to the Lender or  remaining
unpaid by the  Grantor to the Lender  wheresoever  and  howsoever  incurred  and
howsoever  evidenced,  whether arising from dealings  between the Lender and the
Grantor or from other  dealings  or  proceedings  by which the Grantor may be or
become in any manner  indebted,  obligated  or liable to the Lender,  including,
without  limitation,  under the  Guarantee,  and  wherever  incurred  and in any
currency and whether incurred by the Grantor alone or with another or others and
whether as principal,  guarantor or surety including expenses under Sections 3.5
and 3.12 of this Agreement and all interest,  commissions,  cost of realization,
legal and other costs, charges and expenses the Grantor, IN CONSIDERATION OF THE
LIABILITIES  and for other good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, does hereby grant to the Lender, a
continuing security interest in all present and after-acquired personal property
of the Grantor, including without limitation the following Collateral:


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     (a)  All Accounts, Deposit Accounts,  Intangibles,  Documents, Documents of
          Title, Instruments,  Investment Property, Money, Chattel Paper and any
          other  similar  rights of the Grantor  however  created or  evidenced,
          whether now existing or hereafter owned,  acquired,  created, used, or
          arising,  specifically including, without limitation,  claims, leases,
          agreements,  license agreements,  licensing fees, royalties, policies,
          insurance  commissions,  credit  insurance,   guaranties,  letters  of
          credit,  advices of  credit,  binders or  certificates  of  insurance,
          deposits,   documents  of  title,   securities,   security  interests,
          licenses,  goodwill,  tax  refunds  (federal,  provincial  or  local),
          customer  lists,  franchises,  franchise  rights,  drawings,  designs,
          marketing rights, computer programs, artwork, databases and other like
          business property rights, all applications to acquire such rights, for
          which  application  may at any time be made by the  Grantor,  together
          with any and all books and records  pertaining  thereto and any right,
          title or interest in any Inventory which gave rise to an Account,  and
          all Intellectual Property throughout the world;

     (b)  All Inventory, whether now existing or hereafter acquired and wherever
          located,  specifically including, without limitation, all merchandise,
          personal  property,  raw materials,  work in process,  finished Goods,
          materials  and supplies of every nature usable or useful in connection
          with  the  manufacturing,  packing,  shipping,  advertising,  selling,
          leasing or  furnishing  of any of such  Inventory and all materials of
          the  Grantor  used  or  consumed  or to be  used  or  consumed  in the
          Grantor's  business,  together  with  any and all  books  and  records
          pertaining thereto;

     (c)  All  Equipment,  Fixtures,  Goods  and  all  other  tangible  personal
          property  of the  Grantor  of  every  kind  or  nature  which  are not
          inventory or consumer goods as defined in the PPSA,  whether now owned
          or  hereafter  acquired,  wherever  located,  specifically  including,
          without limitation,  all machinery,  trucks, boats, barges, on and off
          the road vehicles,  forklifts, tools, dies, jigs, presses, appliances,
          implements, improvements, accessories, attachments, parts, components,
          partitions, systems, carpeting, draperies and apparatus;

     (d)  All  products  and  Proceeds  of each of the  foregoing,  specifically
          including,  without  limitation,  (i)  any  and  all  Proceeds  of any
          insurance,  indemnity,  warranty or  Guarantee  payable to the Grantor
          from time to time,  (ii) any and all  payments of any form  whatsoever
          made or due and payable to the Grantor from time to time in connection
          with  any   requisition,   confiscation,   condemnation,   seizure  or
          forfeiture  of all or any part of the  foregoing  by any  governmental
          authority or any Person acting under color of governmental  authority,
          (iii) to the extent of the value of Collateral,  claims arising out of
          the loss,  nonconformity,  or interference with the use of, defects or
          infringement of rights in, or damage to, the Collateral,  and (iv) any
          and all other  amounts  from time to time paid or payable  under or in
          connection with any of the foregoing, whether or not in lieu thereof;

     (e)  All  renewals,  extensions,  replacements,  modifications,  additions,
          improvements,  accretions,  accessions,  betterments,   substitutions,
          replacements,  annexations, tools, accessories, parts and the like now
          in,  attached  to or which may  hereafter  at any time be placed in or
          added to any Collateral, whether or not of like kind; and


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     (f)  All rights,  remedies,  claims and demands under or in connection with
          each of the foregoing.

1.3. Leases

The  last  day of the  term of any  lease,  oral or  written,  or any  agreement
therefor,  now held or hereafter acquired by the Grantor, shall be excepted from
the security  interest hereby granted and shall not form part of the Collateral,
but the Grantor shall stand  possessed of such one day remaining,  upon trust to
assign and  dispose of the same as the Lender or any  assignee  of such lease or
agreement  shall  direct.  If any such lease or  agreement  therefor  contains a
provision  which  provides  in effect  that such lease or  agreement  may not be
assigned,  sub-leased, charged or encumbered without the leave, license, consent
or approval of the lessor,  the  application  of the security  interest  created
hereby to any such lease or  agreement  shall be  conditional  upon such  leave,
license, consent or approval having been obtained.

1.4. Grantor Remains Liable Notwithstanding anything herein to the contrary:

     (a)  the Grantor shall remain  liable under the  contracts  and  agreements
          included in the  Collateral to the extent set forth therein to perform
          all its duties and  obligations  thereunder  to the same  extent as if
          this Security Agreement had not been executed;

     (b)  the exercise by the Lender of any of the rights or remedies  hereunder
          shall not release the  Grantor  from any of its duties or  obligations
          under the contracts and agreements included in the Collateral; and

     (c)  the  Lender  shall  not have any  obligation  or  liability  under the
          contracts and agreements  included in the Collateral by reason of this
          Agreement,  nor shall the Lender be  obligated  to perform  any of the
          obligations or duties of the Grantor  thereunder or to take any action
          to collect or enforce any claim for payment assigned hereunder.

1.5. Attachment

The Grantor  acknowledges  and agrees that:  (i) value has been given;  (ii) the
Grantor has rights in the Collateral;  and (iii) the security  interest  created
hereunder  shall attach to existing  Collateral upon execution of this Agreement
by the Grantor and to each item of  after-acquired  Collateral  at the time that
the Grantor acquires any rights therein.

1.6. Subordination

Notwithstanding  anything herein contained,  the Lender hereby acknowledges that
its security  interest in Collateral is subject and  subordinate to any security
interests  which exist as of the date hereof  granted by Grantor to an insurance
carrier,  wholesaler,  provider or company  (together  referred to herein as the
"Insurance  Carriers") in any agency or similar  agreement  between  Grantor and
such Insurance  Carrier and the Lender,  at any time and from time to time, does

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hereby agree, at the request of the Grantor,  to enter into a subordination  and
postponement  agreement  in  favor  of such  Insurance  Carriers  and  file  all
necessary  documents  under  applicable  public  registries,  including  without
limitation,  the Personal Property Security Act (Alberta), to give effect to the
subordination  and  postponement  of its  security  interests  to  any  security
interest  existing as of the date hereof granted by the Grantor in favor of such
Insurance Carrier.

SECTION 2 - REPRESENTATIONS AND WARRANTIES

The Grantor represents and warrants to and in favor of the Lender as follows.

2.1. Incorporation

The Grantor is validly  amalgamated  and organized,  is up to date in filing its
corporate returns  (including annual returns and financial  statements) and is a
subsisting  corporation in good standing under the laws of its  jurisdiction  of
incorporation  and the Grantor has all necessary  power and authority to own its
property and assets,  to carry on its business as at present carried on by it or
as  contemplated  hereunder  to be  carried  on by it and  holds  all  necessary
licenses, permits and consents as are required so to own its property and assets
and so to carry on business in each jurisdiction in which it does so without any
violation of law or the rights of others.

2.2.     Corporate Power

The  Grantor  has the  power,  capacity,  full  legal  right  and the  corporate
authority to enter into this Security Agreement and the Guarantee,  to grant the
security interest contained herein and to do all acts and things as are required
or contemplated hereunder to be done, observed and performed by it.

2.3. Corporate Authorization

The Grantor has taken all necessary  corporate action to authorize the creation,
execution,   delivery  and  performance  of  this  Security  Agreement  and  the
Guarantee.

2.4. Non-Conflict

None of the execution of the Guarantee,  this Security  Agreement,  the grant of
the security interests hereunder and the performance and observance of the terms
hereof requires the approval of any regulatory  agency having  jurisdiction over
the Grantor, results in the grant or creation of any Encumbrance on the property
of  assets  of  the  Grantor  other  than  in  favor  of  the  Lender  or  is in
contravention  of or in conflict with the articles,  by-laws or  resolutions  of
directors or  shareholders  of the Grantor or the  provisions of any  indenture,
instrument, agreement or undertaking to which the Grantor is a party or by which
all or any part of its property or assets may be bound, any statute, regulation,
by-law,  ordinance  or other law, or any  judgment,  decree,  ruling or order to
which the Grantor or its property and assets may be subject.

2.5. No Default

The Grantor is not in default in the  performance  or  observance  of any of the
obligations,  covenants  or  conditions  contained  in  any  material  contract,
agreement or other instrument to



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which it is a party or by which it is  bound.  At the date  hereof,  no  Default
exists and no event or  condition  has occurred or exists which with the passage
of time or the giving of notice, or both, would constitute a Default.

2.6. Title

Subject only to the security  interests in favor of the Lender,  the Grantor has
good and marketable  title to the Collateral free and clear of all  Encumbrances
whatsoever except as are described in the attached Schedule "B".

2.7. Enforceability

The Guarantee and this Security Agreement constitute a valid and legally binding
obligation of the Grantor  enforceable  against the Grantor in  accordance  with
their terms.

2.8. Information

The  information,  representations  and  warranties  made by the  Grantor to the
Lender in respect of the Grantor's  assets,  operations or otherwise  including,
without limitation, the information contained in any financial statements and in
the Schedules  attached hereto,  are true and accurate in all material  respects
and are not  misleading  in light of the  circumstances  existing  when  made or
delivered or in present  circumstances.  There are no facts or circumstances not
disclosed  in  writing  to the  Lender  relating  to the  business,  properties,
prospects  or  financial  condition of the Grantor or its ability to perform its
obligations  hereunder  which may, in the  Lender's  discretion,  be  considered
material,  including  without  limitation,  with respect to the existence of any
contract, agreement or instrument or charter or corporate restriction which may,
in the Lender's discretion,  materially adversely affect the Grantor's business,
properties, assets, operations, or condition (financial or otherwise).

2.9. Locations of Collateral

The Collateral,  except where it is in transit to and from the locations  herein
described is located at the location specified above as the Grantor's  principal
office or place of business (and its chief place of business and chief executive
office) and at such  additional  addresses as are listed in Schedule "A" hereto.
The location at which all records of the Grantor pertaining to Accounts (and all
chattel  paper which  evidences  Accounts)  and contract  rights are kept is the
location specified above unless the contrary is indicated in Schedule "A".

2.10. No Litigation

Other than the litigation or proceedings  pending against the Grantor identified
in Schedule  "C" hereto,  there is no  litigation,  proceeding  or  governmental
investigation,  administrative or judicial,  pending or threatened,  against the
Grantor or any of its subsidiaries which, if decided adversely to the Grantor or
such  subsidiary(ies)  might have a materially  adverse  effect on the business,
properties  or  condition  (financial  or  otherwise)  of the  Grantor  or  such
subsidiary(ies)  or on the  ability or the  Grantor to perform  its  obligations
hereunder or under any other agreement between the Grantor and the Lender.


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2.11. Taxes

The  Grantor  and  each  of its  subsidiaries  has  filed  all  federal,  state,
provincial  and  other  tax  returns  required  to  be  filed,  and  all  taxes,
assessments and other governmental charges (the "Tax Liabilities") due from each
of the Grantor and its  subsidiaries  have been fully paid.  Neither the Grantor
nor any of its  subsidiaries  has executed any waiver that would have the effect
of  extending  any   applicable   statute  of  limitations  in  respect  of  Tax
Liabilities.  Each of the Grantor and its  subsidiaries  has  established on its
books reserves adequate for the payment of all Tax Liabilities.

2.12. Survival

All  representations  and  warranties  of  the  Grantor  made  herein  or in any
certificate  or other  document  delivered by or on behalf of the Grantor to the
Lender  are  material,  shall be deemed to have been  relied  upon by the Lender
notwithstanding  any investigation  heretofore or hereafter made by or on behalf
of the  Lender,  shall  survive the  execution  and  delivery  of this  Security
Agreement and shall continue in full force and effect without time limit.

2.13. Financial Statements

All financial statements of Grantor were prepared in accordance with Canadian or
U.S. generally  accepted  accounting  principles  (GAAP),  consistent with prior
years,  unless  specifically  otherwise  noted  thereon,  and fairly present the
financial  condition  of Grantor as of the date  thereof  and the results of its
operations  for the period then ended,  and no  material  adverse  change in the
financial  condition  of Grantor has  occurred  since the date of the  financial
statements.

2.14. No Material Adverse Change

The  information   submitted  by  Grantor  to  Lender  discloses  all  known  or
anticipated  material  liabilities,  direct or  contingent,  of Grantor  and its
Subsidiaries  as of the dates  thereof,  and, to the best  knowledge of Grantor,
since such dates,  there has been no material adverse change in Grantor's or its
Subsidiaries' financial condition.

2.15. Indebtedness

Except as shown on the financial  statements of Grantor,  except as set forth on
Schedule "D" hereto,  and except for trade debt incurred in the ordinary  course
of  business  since  the  date  of  the  financial  statements,  Grantor  has no
outstanding indebtedness.

2.16. Full Disclosure

No information,  exhibit,  memorandum,  or report  (excluding  estimated  future
operating  results)  furnished  by  Grantor  to  Lender in  connection  with the
negotiation   of  the  Guarantee  or  this   Agreement   contains  any  material
misstatement  of  fact,  or  omits  to  state  any  fact  necessary  to make the
statements  contained  therein  not  materially   misleading  in  light  of  the
circumstances  when  made,  and  all  estimated  future  operating  results,  if
furnished, were prepared on the basis of assumptions,  data, information,  tests
or other  conditions  believed  to be valid or  accurate or to exist at the time
such  estimates  were  prepared and  furnished.  To Grantor's  knowledge,  there


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presently  exists no fact or  circumstance  relative to Grantor,  whether or not
disclosed, which is presently anticipated to have a Material Adverse Effect.

2.17. Contracts of Surety

Except  for:  (i) the  endorsements  of Grantor of  negotiable  instruments  for
deposit or collection in the ordinary  course of business;  and (ii) a guarantee
made  between the Grantor and Oak Street  Funding LLC and dated March 19,  2004;
Grantor is not a party to any contract of Guarantee or surety.

2.18. Licenses

Grantor  possesses such  franchises,  licenses,  permits,  patents,  copyrights,
trademarks,  and consents of  appropriate  governmental  authorities  to own its
property and as are necessary to carry on its business.

2.19. Compliance with Law

Grantor is in compliance with and conformity with all laws,  ordinances,  rules,
regulations  and all other legal  requirements  applicable  to its  business and
assets,  the violation of which would have a material  effect on its business or
financial  condition.  Grantor has not  received  nor does it have a  reasonable
basis to expect any order or notice of  violation  or claim of  violation of any
law,  ordinance,  rules  or  regulation.  The  properties  on which  Grantor  is
conducting its business are properly zoned for the activities conducted or to be
conducted  thereon,  and all required  variances have been obtained,  and are in
full  force and effect  with no notice or threat of  invalidity,  expiration  or
lapse of any kind.

2.20. Force Majeure

Neither the business nor the properties of Grantor are presently affected by any
fire,  explosion,  accident,  strike,  lockout or other labor dispute,  drought,
storm,  hail,  earthquake,  embargo,  act of God or of the public enemy or other
casualty that could  reasonably be expected to have a Material Adverse Effect on
its business or financial condition.

2.21. Approvals

No authorization, consent, approval or any form of exemption of any governmental
authority is required in  connection  with the execution and delivery by Grantor
of the Guarantee or this Agreement or the performance by Grantor thereunder.

2.22. Insolvency

Grantor is not "insolvent"  within the meaning of that term as defined under the
Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act
(Canada) or the Winding-Up and  Restructuring  Act (Canada),  and is able to pay
its debts as they mature.



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2.23. General

All statements  contained in any certificate or financial statement delivered by
or on behalf of Grantor to Lender under this  Agreement and the Guarantee  shall
constitute representations and warranties made by Grantor hereunder.

2.24. Subsidiaries

Each Subsidiary of Grantor is listed on Schedule E hereto. With the exception of
Borrower, no Subsidiary of Grantor has any right, title, or interest in any real
or  personal  property,  whether  tangible or  intangible,  exceeding a value of
$100,000.

SECTION 3 - COVENANTS OF GRANTOR

The Grantor covenants and agrees with the Lender as follows.

3.1. Repair

The Grantor  shall  diligently  repair,  maintain,  use,  care for,  protect and
operate the  Collateral  and shall carry on and conduct its business in a proper
and  efficient  manner so as to  preserve  and protect  the  Collateral  and the
earnings, incomes, rents, issues and profits thereof.

3.2. Information

The  Grantor  shall  keep  proper  books of  account  in  accordance  with sound
accounting  practice and applicable laws with respect to questionable,  improper
or corrupt payments,  shall promptly furnish to the Lender such information with
respect to the  Collateral and the Grantor and its business  including,  without
limitation,  financial  information and statements  relating to its business and
the Collateral, as the Lender may from time to time reasonably require and shall
promptly notify the Lender of all proceedings (pending or threatened) before any
court,  board,  tribunal or similar body or any  occurrence,  condition or event
which could have a Material Adverse Effect on the business,  property, assets or
condition  (financial or  otherwise) of the Grantor or any of its  subsidiaries.
The Grantor shall permit the Lender or its authorized  agents,  at any times and
at the expense of the Grantor, to audit its Accounts under reasonable procedures
directly  with  account  debtors or by other  procedures,  to have access to all
premises  occupied by the Grantor or any place where the Collateral may be found
in order to discuss the  affairs,  finances  and  accounts  of the Grantor  with
appropriate  officers,  to inspect the Collateral and to examine the information
contained  in any records or other  writings of the Grantor  including,  without
limitation, books of account and other financial records and reports relating to
the Collateral, to have temporary custody thereof and to make copies thereof and
take extracts therefrom and shall, at the reasonable request of the Lender, mark
the Collateral to indicate clearly the security interest of the Lender.

3.3. Make Payments

The  Grantor  shall  pay  all  rents,  taxes,  rates,  levies,  assessments  and
government fees or dues lawfully  levied,  assessed or imposed in respect of the
Collateral or any part thereof as and when the same shall become due and payable
except as are being  contested  in good faith by proper

<PAGE>

                                       11



legal  proceedings with respect to which adequate reserves have been established
and are being  maintained and shall exhibit to the Lender,  when  required,  the
receipts and vouchers evidencing such payments.

3.4. Encumbrances

Except  for any  Encumbrances  in favor of the  Lender  and  those  Encumbrances
identified  on  Schedule B hereto  and  purchase  money  security  interests  in
Equipment,  validly created in accordance with the PPSA, on Collateral hereafter
acquired by the Debtor,  the Grantor shall keep the Collateral free at all times
from any and all Encumbrances of whatsoever nature,  kind or priority other than
those consented to by the Lender or  Encumbrances  which, in the sole opinion of
counsel to the Lender, are satisfactorily  subordinated to Encumbrances in favor
of the  Lender,  defend the title to the  Collateral  against all  persons,  not
permit the  Collateral to become an accession to any property not subject to the
security  interest  granted by this  Security  Agreement or a security  interest
consented to by the Lender that is subordinate to the Lender's security interest
and not to become a fixture  unless the  security  interest of the Lender  ranks
prior to the  interests  of all  persons in the  realty.  The Lender may, at any
time, contest the validity and  enforceability  against it or the Grantor of any
Encumbrance including, without limitation, any purchase money security interest.

3.5. Insurance

The Grantor shall cause all of the  Collateral  which is of a character  usually
insured by businesses  owning or operating  Collateral of a similar nature to be
properly  insured and kept insured with  reputable  insurers  acceptable  to the
Lender,  against  loss or damage  by fire or other  risks  and  hazards  usually
insured  against  by  businesses  owning or  operating  Collateral  of a similar
nature,  in such  amounts,  containing  such  terms,  in such  form and for such
purposes,  as may be satisfactory to the Lender. Loss under such insurance shall
be payable to the Lender as its  interest  may appear and such  insurance  shall
contain a mortgage  clause  acceptable to the Lender.  The Grantor shall, at the
Lender's  request,  provide  satisfactory  evidence that such insurance has been
effected,  that loss  thereunder  is payable to the Lender as its  interest  may
appear and any other  information  relating to such  insurance as the Lender may
require.  If the Grantor fails to maintain  satisfactory  insurance,  the Lender
may, at its option,  obtain such insurance at the expense of the Grantor and the
Grantor shall forthwith  repay all costs and expenses  incurred by the Lender in
connection therewith and all such costs and expenses shall be deemed advanced to
the Grantor by the Lender,  shall  become  part of the  Liabilities,  shall bear
interest at the highest rate per annum charged by the Lender on the  Liabilities
or any part thereof and shall be secured by this Security Agreement.

3.6. Compliance with Governmental Requirements

The  Grantor  shall  duly  observe  and  comply  with  all  requirements  of any
governmental authority applicable to the Collateral or its use and operation and
shall observe and comply with all covenants,  terms and conditions upon or under
which the Collateral is held.


<PAGE>

                                       12



3.7. Permitted Disposals

The Grantor shall not, except as otherwise permitted hereunder, remove, destroy,
lease, sell or otherwise dispose of any of the Collateral except equipment which
has become worn out or damaged or otherwise unsuitable for its purpose, in which
case the Grantor shall  substitute for such  equipment,  subject to the security
interest created hereby and free from any other security interests,  property of
equal value such that the security  hereby  constituted  shall not thereby be in
any way reduced or impaired.

3.8. No Change in Business

The Grantor shall not,  without the prior written  consent of the Lender,  which
consent  shall be  conditional  on the receipt by the Lender of all security and
deeds of  confirmation  as its counsel  may  consider  advisable  to protect the
Lender's  interest,  directly or indirectly:  change the nature of its business;
change its fiscal year; otherwise incur any material (determined in the Lender's
reasonable  discretion)  capital  expenditures  in excess of,  cumulatively,  US
$100,000 per annum  (including,  without  limitation,  entering  into  equipment
leases);  guarantee,  endorse  or  otherwise  become  surety  for  or  upon  the
obligations  of others,  except to the Lender,  or to others which,  in the sole
opinion of counsel to the Lender, creates an Encumbrance which is subordinate to
Encumbrances  of the Lender or by  endorsement  of  negotiable  instruments  for
deposit or collection in the ordinary course of its business;  provide financial
assistance  (including,  without limitation,  by way of loans to, investments in
and assumptions of obligations) to any person, corporation, partnership or other
entity  other than by way of advances and  extensions  of credit in the ordinary
course of its  business or with the consent of the Lender or which,  in the sole
opinion of counsel to the Lender, creates an Encumbrance which is subordinate to
Encumbrances of the Lender;  sell, discount or dispose of any note,  instrument,
account  or other  obligation  owing to the  Grantor;  amalgamate,  reconstruct,
consolidate  or  otherwise  merge  with any  person or entity  other than with a
wholly owned  subsidiary of the Grantor;  enter into an arrangement or agreement
for the sale of any  substantial  portion  of the  Collateral  other than in the
ordinary  course  of  business;  permit  all  or a  substantial  portion  of the
Collateral to become the property of any other person or entity,  whether in one
or a series of  transactions;  otherwise  cease to carry on  business as a going
concern; do or omit to do any other act or thing that could materially adversely
affect its business,  financial condition,  assets or position or its ability to
carry on the business as now conducted by it; or allow,  permit or authorize any
such change in business, acquisition, extension of financial assistance, merger,
reconstruction, consolidation, carrying on of business, arrangement or cessation
of business of any of its subsidiaries except a merger contemplated herein.

3.9. Dividends, etc.

The  Grantor  shall  not pay,  make or  declare  any cash or other  dividend  or
distribution to any person who holds an equity interest in the Grantor,  whether
evidenced by a security or not, without the prior written consent of the Lender.


<PAGE>

                                       13



3.10. No Further Indebtedness

The Grantor  shall not incur,  assume or suffer to exist or in any manner become
liable,  directly or indirectly,  for any further or additional  indebtedness or
liabilities other than:

     (a)  To the Lender or Oak Street Funding LLC;

     (b)  Any other debt which, in the sole opinion of counsel to the Lender, is
          satisfactorily   subordinated  to  all   indebtedness   contingent  or
          otherwise owing to the Lender by the Grantor;

     (c)  For taxes,  assessments  or  governmental  charges to the extent  that
          payment  therefore  shall not,  at the time,  be  required  to be made
          hereunder;

     (d)  On open  account for the  purchase  price of  services,  materials  or
          supplies  incurred by the Grantor in the  ordinary  course of business
          and not as a result of borrowing and provided  that such  indebtedness
          shall be promptly  paid and  discharged  when due in  conformity  with
          ordinary trade terms,  except for any such indebtedness which is being
          contested in good faith by the Grantor by appropriate  proceedings and
          adequate  reserves  for  which  have  been  established  and are being
          maintained and in connection with which no Encumbrance has been placed
          on the property of the Grantor; and

     (e)  For the  purchase  price of capital  assets  incurred in the  ordinary
          course of business and as expressly permitted hereunder.

3.11. Notice Regarding Change of Address, etc.

The Grantor shall notify the Lender in writing:

     (a)  At least 20 days prior to any change of name of the Grantor;

     (b)  At least 20 days prior to any  transfer of the  Grantor's  interest in
          any part of the Collateral, not expressly permitted hereunder;

     (c)  Promptly of any significant loss of or damage to Collateral;

     (d)  At  least  20 days  prior  to any  change  in the  location(s)  of the
          Collateral and any records relating thereto; and

     (e)  Forthwith  upon  becoming  aware of the  existence of any condition or
          event which could cause or which,  with the passage of time or notice,
          or both,  constitute a Default, give the Lender written notice thereof
          specifying the nature and duration  thereof and the action being taken
          or proposed to be taken with respect thereto.


<PAGE>

                                       14



3.12. Protective Disbursements - Legal Fees

If the  Grantor  fails to pay any  amounts  required to be paid by it under this
Security Agreement or to observe or perform any of the covenants and obligations
set forth in this  Security  Agreement  to be observed or  performed  by it, the
Lender may, but shall be under no obligation to, pay such amounts or observe and
perform any of such covenants and obligations in any manner deemed proper by the
Lender, without waiving any of its rights under this Security Agreement. No such
payment or  performance by the Lender shall relieve the Grantor from any default
under  this  Security  Agreement  or  the  consequences  of  such  default.  The
reasonable  expenses,  including the cost of any insurance,  payment of taxes or
other  charges and legal fees and  expenses  on a  solicitor  and his own client
scale,  paid by the  Lender in  respect  of the  custody,  preservation,  use or
operation  of the  Collateral  shall be deemed  advanced  to the  Grantor by the
Lender, shall become part of the Liabilities, shall bear interest at the highest
rate per annum charged by the Lender on the  Liabilities or any part thereof and
shall be secured by this Security Agreement.  In addition, the Grantor shall pay
all  reasonable  costs,   claims,   damages  and  expenses  including,   without
limitation,  legal fees and  expenses on a solicitor  and his own client  scale,
incurred  by  the  Lender  in  connection  with  the  preparation,   perfection,
execution,  protection,  enforcement of and advice with respect to this Security
Agreement, the realization, disposing of, retaining, protecting or collecting of
the  Collateral or any part thereof and the  protection  and  enforcement of the
rights of the Lender hereunder,  and all such costs and expenses shall be deemed
advanced  to the Grantor by the Lender,  shall  become part of the  Liabilities,
shall bear  interest at such highest rate per annum charged by the Lender on the
Liabilities or any part thereof and shall be secured by this Security Agreement.

3.13. Post-Default Payments

Upon the occurrence and during the  continuance of a Default,  the Grantor shall
not pay to or  compensate  any officer,  director or employee,  or any member of
such person's  family,  any additional  cash  compensation in the form of a cash
bonus, or other similar cash incentive compensation.

3.14. Capital Stock

Without  the prior  written  consent of Lender,  Grantor  shall not  directly or
indirectly  redeem or acquire  any of its own  capital  stock,  or any  options,
warrants or any  securities  in respect of its capital  stock prior to March 19,
2009.

3.15. Financial Reporting

Grantor shall furnish or caused to be furnished to Lender:

     (a) as soon as practicable,  but in any event within ninety (90) days after
     the end of each fiscal year,  financial  statements  of each of the Grantor
     and its  Subsidiaries  (on a  consolidated  basis)  audited by  independent
     certified  public  accountants  acceptable  to Lender,  including a balance
     sheet,  statement of income and  retained  earnings and a statement of cash
     flows, with  accompanying  notes to financial  statements,  all prepared in
     accordance  with GAAP (with all amounts  denominated in Dollars) on a basis
     consistent with prior years unless specifically

<PAGE>

                                       15



     noted  thereon,  accompanied  by the  unqualified  report of such  auditors
     thereon,  and further accompanied by the certificate of the chief executive
     officer or chief financial  officer of Grantor that there exists no Default
     under this Agreement or the Guarantee,  or if any Default  exists,  stating
     the nature and status thereof;

     (b) As soon as possible,  but in any event  within  fifteen (15) days after
     the end of each month,  similar  consolidated  financial  statements of the
     Grantor and its  Subsidiaries  (on a  consolidated  basis) as of the end of
     such month and the results of its  operations for the portion of the fiscal
     year then elapsed,  prepared and signed by the chief financial  officers of
     the Grantor and its  Subsidiaries,  all  prepared in  accordance  with GAAP
     (with all amounts  denominated in Dollars) on a basis consistent with prior
     periods,  unless specifically  otherwise noted thereon,  and accompanied by
     the certificate of the chief executive  officer or chief financial  officer
     of the Grantor that there exists no Default under the Loan  Documents or if
     any Default exists, stating the nature and status thereof;

     (c) as soon as  possible,  but in any event within three (3) days after the
     Grantor  becomes aware  thereof,  a written  statement  signed by the chief
     executive or chief financial officer of Grantor as to the occurrence of any
     Default stating the specific nature thereof,  Grantor's  intended action to
     cure the same and the time period in which such cure is to occur;

     (d) as soon as possible, but in any event within twenty (20) days after the
     commencement   thereof,  a  written  statement  describing  any  litigation
     instituted by or against the Grantor,  or any Affiliate which, if adversely
     determined, may have a Material Adverse Effect;

     (e) promptly upon the filing thereof,  copies of all filed prospectuses and
     annual,  quarterly,  monthly,  or other  regular  reports which the Grantor
     files with any securities commission or other governmental authority;

     (f) such  other  information  as Lender  may from  time to time  reasonably
     request.

3.16. Reports

The Grantor  shall file, as  appropriate,  on a timely  basis,  annual  reports,
operating  records and any other reports or filings required to be made with any
governmental authority.

3.17. Licenses

The  Grantor  shall  maintain  in full force and effect all  material  operating
permits,  licenses,  franchises, and rights used by it in the ordinary course of
business.

3.18. Notice of Material Adverse Effect

The Grantor shall give prompt  notice in writing to Lender of the  occurrence of
any  development,  financial  or  otherwise,  including  pending  or  threatened
litigation, which might have a Material Adverse Effect.


<PAGE>

                                       16



3.19. Compliance with Law

The Grantor shall comply with all material laws, ordinances,  rules, regulations
and other legal requirements applicable to it, except where the failure to do so
could not be reasonably expected to result in a Material Adverse Effect.

3.20. Financial Condition

The Grantor shall maintain its financial  condition and  management  (including,
without  limitation,  insurance  agents)  of such  skill  and  experience  as is
currently in place and necessary to support fully its business.

3.21. Subsidiaries

Except for the Subsidiaries  listed in Schedule E hereto,  the Grantor shall not
create or acquire any additional  Subsidiaries  without the prior consent of the
Lender. In the event that any Subsidiaries of the Grantor have right,  title, or
interest  in any real or personal  property,  whether  tangible  or  intangible,
exceeding a value of  $100,000,  the  Grantor  shall  cause each  Subsidiary  to
deliver  to  the  Lender  an  executed   Guarantee  and  appropriate   corporate
resolutions,  opinions and other documentation in form and substance  reasonably
satisfactory  to the  Lender,  such  Guarantee  and  other  documentation  to be
delivered to Lender as promptly as possible but in any event within  thirty (30)
days of  determination  that a  Subsidiary  needs to be  added  as a  Guarantor.
Simultaneously with any such Subsidiary becoming a Guarantor,  the Grantor shall
also cause such  Subsidiary  to (i) execute and  deliver a  Subsidiary  Security
Agreement (and deliver the other documents required thereby, including,  without
limitation,  restricted  account  agreements),  if  applicable,  and such  other
collateral  documents  as  the  Lender  may  require  its  sole  and  reasonable
discretion;  and  (ii)  deliver  such  other  documentation  as the  Lender  may
reasonably  require  in  connection  with  the  foregoing,   including,  without
limitation,  appropriate financing  statements,  certified resolutions and other
organizational and authorizing documents of such Subsidiary,  favorable opinions
of counsel to such  Subsidiary  (which  shall  cover,  among other  things,  the
legality,  validity,  binding  effect and  enforceability  of the  documentation
referred to above and the perfection of the Lender's liens thereunder).

SECTION 4 - COLLECTION OF PROCEEDS

4.1. Payments to Lender

The Grantor shall:

     (a)  Collect and enforce payment of all Accounts (except as provided for in
          Section  4.2)  and  shall  dispose  of and  receive  payment  for  all
          Inventory which is ordinarily disposed of in the Grantor's business;

     (b)  Receive  and  hold  in  trust  for  the  Lender,  all  payments  on or
          instruments  received in respect of the Collateral,  all rights by way
          of suretyship or guarantee  which the Grantor now has or may hereafter
          acquire to enforce  payment of Collateral and all rights in the nature
          of a security  interest whereby the Grantor may satisfy any Collateral
          out of  property,  and all non-cash  proceeds of any such  collection,


<PAGE>

                                       17



          disposition or  realization of any of the Collateral  shall be subject
          to the security interest hereby created;

     (c)  Endorse to the Lender and  forthwith  deliver to it all such  payments
          and instruments in the form received by the Grantor; and

     (d)  Forthwith  deliver  to  the  Lender  all  property  in  the  Grantor's
          possession or hereafter coming into its possession through enforcement
          of any such rights.

SECTION 5 - DEFAULT

5.1. Defaults

Without in any way  limiting  or  restricting  the  demand  nature of any of the
Liabilities  and the Lender's rights to demand,  at any time,  payment of any or
all of the  Liabilities  payable  on  demand,  the  Liabilities  secured by this
Security Agreement shall be immediately due and payable in full and the security
hereby constituted shall become  enforceable  without the need for any action or
notice on the part of the  Lender  upon the  happening  of any of the  following
events (herein called a "Default"):

     (a)  If  the  Grantor  shall  fail  to  make  any  payment  of  any  of the
          Liabilities when due;

     (b)  If the  Grantor  commits a  material  breach of or fails to observe or
          perform any of the  covenants,  terms or conditions  contained in this
          Security  Agreement or in any other  agreement or instrument from time
          to time in effect between the Grantor and the Lender, whether relating
          to the Liabilities or not, or if any representation or warranty of the
          Grantor  made to the Lender or  otherwise  contained  herein or in any
          other  agreement or instrument from time to time in effect between the
          Grantor and the Lender,  whether  relating to the  Liabilities or not,
          shall be  established  by the  Lender  to have been  incorrect  in any
          material   (determined  in  the  Lender's  sole   discretion,   acting
          reasonably) respect;

     (c)  If  any  guarantor   (individually  a  "Guarantor"  and   collectively
          `Guarantors")  of the  Liabilities  commits  a  breach  of or fails to
          observe or perform any  covenant,  term or condition  contained in any
          agreement  or  writing  to which  the  Guarantor  and the  Lender  are
          parties;

     (d)  If the Grantor shall default  under any  instrument or agreement  with
          respect to any indebtedness or other obligation of it to the Lender or
          to any  creditor  or other  person,  provided  that such  default  has
          resulted in, or may result in, with notice or lapse of time,  or both,
          the  acceleration  of any such  indebtedness or obligation in favor of
          such  person,  in excess of  $25,000,  or the right of such  person to
          realize upon the Collateral;

     (e)  If the  Grantor  or any  Guarantor  ceases  paying  its  debts as they
          mature,  ceases or threatens to cease to carry on its business,  makes
          an assignment  for the benefit of  creditors,  commits any act or does
          any thing  constituting  or being an event of bankruptcy or insolvency
          (as  defined or  provided  for in any  applicable  statute),

<PAGE>

                                       18



          fails to defend in good faith any action, suit or proceeding commenced
          against it, fails to discharge  or appeal  forthwith  any judgment for
          the  payment of money  rendered  against  it,  fails to pay any taxes,
          rates or charges when due, in  consequence  of which any lien or other
          Encumbrance,  inchoate or  otherwise,  upon the  Collateral  arises or
          could arise  thereby,  applies to any tribunal or similar body for the
          appointment or authorization of any receiver,  trustee,  liquidator or
          sequestrator or otherwise  commences any  proceedings  relating to any
          substantial   portion  of  its  property  under  any   reorganization,
          arrangement  or   readjustment  of  debt,   dissolution,   winding-up,
          adjustment,   composition  or  liquidation   law  or  statute  of  any
          jurisdiction  including,  without  limitation,  under  the  Companies'
          Creditors Arrangement Act (Canada),  the Bankruptcy and Insolvency Act
          (Canada) or the Winding-Up and Restructuring Act (Canada), whether now
          or hereafter in effect (each of the foregoing  herein referred to as a
          "Proceeding");

     (f)  If there  is  commenced  against  the  Grantor  or any  Guarantor  any
          Proceeding  and  an  order  approving  the  petition  or  dissolution,
          liquidation  or  winding up is  entered,  or such  Proceeding  remains
          undismissed   for  a  period  of  30  days,  any  receiver,   trustee,
          liquidator,  sequestrator or similar official of or for the Grantor or
          any  Guarantor  or any  substantial  portion  of the  property  of the
          Grantor or any Guarantor is appointed, the Grantor or any Guarantor by
          any act  indicates  consent to or approval of or  acquiescence  in any
          Proceeding or the  appointment of any receiver,  trustee,  liquidator,
          sequestrator  or  similar  official  of or  for  the  Grantor  or  any
          Guarantor or any substantial portion of the property of the Grantor or
          any Guarantor or if any writ of seizure and sale,  distress or similar
          process is levied or  enforced  against a  substantial  portion of the
          property  and assets of the  Grantor  or any  Guarantor  or  otherwise
          remains undischarged or not defended or appealed forthwith; or

     (g)  If the Lender, in its absolute discretion acting reasonably, concludes
          as  the  result  of  the  occurrence  of any  material  change  in the
          condition or affairs  (financial  or  otherwise) of the Grantor or any
          Guarantor,  that the essential  basis of the  Liabilities  or security
          hereby constituted has been impaired or otherwise altered.

SECTION 6 - REMEDIES ON DEFAULT

If the security hereby constituted becomes  enforceable,  the Lender shall have,
in addition to any other  rights,  remedies and powers which it may have at law,
in equity or under the PPSA, the following rights, remedies and powers:

6.1. Power of Entry

The  Grantor  shall  forthwith  upon demand  assemble  and deliver to the Lender
possession  of all of the  Collateral  at such place as may be  specified by the
Lender. The Lender may take such steps as it considers necessary or desirable to
obtain  possession  of all or any part of the  Collateral  and, to that end, the
Grantor  agrees that the Lender,  its servants or agents or Receiver may, at any
time,  during  the day or  night,  enter  upon  lands  and  premises  where  the
Collateral may be found for the purpose of taking  possession of and/or removing
the Collateral or any part thereof. In the

<PAGE>

                                       19



event of the Lender taking  possession of the  Collateral,  or any part thereof,
the Lender  shall have the right to maintain the same upon the premises on which
the Collateral may then be situate. The Lender may, in a reasonable manner, take
such action or do such things as to render any Equipment unusable.

6.2. Power of Sale

The  Lender  may  sell,  lease or  otherwise  dispose  of all or any part of the
Collateral, as a whole or in separate parcels, by public auction, private tender
or by private contract,  with or without notice, except as otherwise required by
applicable law, with or without advertising and without any other formality, all
of which are hereby waived by the Grantor. Such sale, lease or disposition shall
be on such terms and  conditions  as to credit and  otherwise and as to upset or
reserve  bid or  price  as to the  Lender,  in its  sole  discretion,  may  seem
advantageous.  If such sale,  transfer or  disposition is made on credit or part
cash and part credit,  the Lender need only credit against the  Liabilities  the
actual cash received at the time of the sale.  Any payments made pursuant to any
credit granted at the time of the sale shall be credited against the Liabilities
as they are received.  The Lender may buy in or rescind or vary any contract for
sale of all or any of the Collateral and may resell without being answerable for
any loss occasioned thereby.  Any such sale, lease or disposition may take place
whether or not the Lender has taken  possession  of the  Collateral.  The Lender
may,  before any such  sale,  lease or  disposition,  perform  any  commercially
reasonable  repair,  processing or preparation for disposition and the amount so
paid or expended  shall be deemed  advanced to the Grantor by the Lender,  shall
become part of the  Liabilities,  shall bear  interest  at the highest  rate per
annum charged by the Lender on the  Liabilities or any part thereof and shall be
secured by this Security Agreement.

6.3. Validity of Sale

No person  dealing  with the Lender or its servants or agents shall be concerned
to inquire  whether the  security  hereby  constituted  has become  enforceable,
whether  the powers  that the  Lender is  purporting  to  exercise  have  become
exercisable, whether any money remains due on the security of the Collateral, as
to the necessity or expedience of the  stipulations  and  conditions  subject to
which  any  sale,  lease  or  disposition  shall be  made,  otherwise  as to the
propriety or  regularity of any sale or any other dealing by the Lender with the
Collateral or to see to the application of any money paid to the Lender.  In the
absence of fraud on the part of such persons,  such dealings shall be deemed, so
far as regards the safety and protection of such person, to be within the powers
hereby conferred and to be valid and effective accordingly.

6.4. Receiver-Manager

The  Lender  may,  in  addition  to any other  rights it may  have,  appoint  by
instrument  in writing a receiver  or receiver  and  manager  (both of which are
herein  called  a  "Receiver")  of all  or any  part  of the  Collateral  or may
institute proceedings in any court of competent jurisdiction for the appointment
of such a Receiver.  Any such  Receiver is hereby  given and shall have the same
powers and rights and exclusions and  limitations of liability as the Lender has
under this  Security  Agreement,  at law or in equity.  In  exercising  any such
powers,  any such Receiver shall, to the extent permitted by law, act as and for
all purposes shall be deemed to be the agent of the Grantor and the Lender shall
not be responsible  for any act or default of any such Receiver.  The

<PAGE>

                                       20


Lender  may  appoint  one or more  Receivers  hereunder  and may remove any such
Receiver or Receivers  and appoint  another or others in his or their stead from
time to time.  Any  Receiver so  appointed  may be an officer or employee of the
Lender.  A court need not appoint,  ratify the  appointment  by the Lender of or
otherwise supervise in any manner the actions of any Receiver.  Upon the Grantor
receiving  notice from the Lender of the taking of possession of the  Collateral
or the appointment of a Receiver, all powers,  functions,  rights and privileges
of each of the  directors  and  officers  of the  Grantor  with  respect  to the
Collateral shall cease, unless specifically  continued by the written consent of
the Lender.

6.5. Carrying on Business

The Lender may carry on, or concur in the carrying on of, all or any part of the
business or  undertaking  of the Grantor,  may, to the  exclusion of all others,
including  the Grantor,  enter upon,  occupy and use all or any of the premises,
buildings,  plant and  undertaking of or occupied or used by the Grantor and may
use all or any of the tools, machinery, equipment and intangibles of the Grantor
for such time as the Lender sees fit,  free of charge,  to carry on the business
of the Grantor and, if applicable, to manufacture or complete the manufacture of
any Inventory and to pack and ship the finished product.

6.6. Dealing with Collateral

The Lender may seize, collect,  realize,  dispose of, enforce,  release to third
parties  or  otherwise  deal with the  Collateral  or any part  thereof  in such
manner,  upon such terms and conditions and at such time or times as may seem to
it  advisable,  all of which without  notice to the Grantor  except as otherwise
required by any applicable  law. The Lender may demand,  sue for and receive any
Accounts with or without notice to the Grantor,  give such receipts,  discharges
and  extensions  of time and make such  compromises  in respect of any  Accounts
which may, in the Lender's absolute discretion, seem bad or doubtful. The Lender
may  charge on its own behalf  and pay to  others,  sums for costs and  expenses
incurred including,  without limitation,  legal fees and expenses on a solicitor
and his own client scale and Receivers' and accounting fees, in or in connection
with seizing, collecting,  realizing,  disposing, enforcing or otherwise dealing
with the Collateral and in connection with the protection and enforcement of the
rights of the Lender hereunder including, without limitation, in connection with
advice with  respect to any of the  foregoing.  The amount of such sums shall be
deemed  advanced  to the  Grantor  by  the  Lender,  shall  become  part  of the
Liabilities,  shall bear  interest at the highest rate per annum  charged by the
Lender on the  Liabilities  or any part  thereof  and shall be  secured  by this
Security Agreement.

6.7. Retention of Collateral

Upon notice to the Grantor  and subject to any  obligation  to dispose of any of
the  Collateral,  as provided in the PPSA, the Lender may elect to retain all or
any part of the Collateral in satisfaction of the Liabilities or any of them.

6.8. Pay Encumbrances

The Lender may pay any Encumbrance  that may exist or be threatened  against the
Collateral.   In  addition,  the  Lender  may  borrow  money  required  for  the
maintenance, preservation or protection of the Collateral or for the carrying on
of the business or  undertaking  of the Grantor and may

<PAGE>

                                       21



grant further  security  interests in the Collateral in priority to the security
interest  created  hereby as security for the money so  borrowed.  In every such
case the amounts so paid or borrowed  together with costs,  charges and expenses
incurred in  connection  therewith  shall be deemed to have been advanced to the
Grantor by the Lender, shall become part of the Liabilities, shall bear interest
at the highest rate per annum  charged by the Lender on the  Liabilities  or any
part thereof and shall be secured by this Security Agreement.

6.9. Application of Payments Against Liabilities

Any and all payments  made in respect of the  Liabilities  from time to time and
moneys  realized on the  Collateral  may be applied to such part or parts of the
Liabilities  as the Lender may see fit. The Lender shall,  at all times and from
time to time, have the right to change any  appropriation as it may see fit. Any
insurance moneys received by the Lender pursuant to this Security Agreement may,
at the  option  of the  Lender,  be  applied  to  rebuilding  or  repairing  the
Collateral  or be  applied  against  the  Liabilities  in  accordance  with  the
provisions of this Section.

6.10. Set-Off

The  Liabilities  will be paid by the  Grantor  without  regard to any  equities
between the Grantor and the Lender or any right of set-off or  cross-claim.  Any
indebtedness  owing by the Lender to the  Grantor  may be set off and applied by
the  Lender  against  the  Liabilities  at any time or from time to time  either
before or after maturity, without demand upon or notice to anyone.

6.11. Deficiency

If the proceeds of the  realization of the Collateral are  insufficient to repay
the Lender all moneys due to it, the Grantor shall  forthwith pay or cause to be
paid to the Lender such deficiency.

6.12. Lender Not Liable

The Lender shall not be liable or accountable for any failure to seize, collect,
realize, dispose of, enforce or otherwise deal with the Collateral, shall not be
bound to  institute  proceedings  for any such  purposes  or for the  purpose of
preserving  any rights of the Lender,  the Grantor or any other person,  firm or
corporation  in respect of the Collateral and shall not be liable or responsible
for any loss, cost or damage  whatsoever  which may arise in respect of any such
failure  including,  without  limitation,  resulting  from the negligence of the
Lender  or  any  of  its  officers,  servants,  agents,  solicitors,  attorneys,
Receivers or otherwise. Neither the Lender nor its officers, servants, agents or
Receivers  shall be  liable  by  reason  of any  entry  into  possession  of the
Collateral or any part  thereof,  to account as a mortgagee in  possession,  for
anything except actual  receipts,  for any loss on  realization,  for any act or
omission for which a mortgagee in possession might be liable, for any negligence
in the carrying on or occupation of the business or  undertaking  of the Grantor
as provided in Section 6.5 or for any loss, cost,  damage or expense  whatsoever
which may arise in respect of any such actions, omissions or negligence.

6.13. Extensions of Time

The Lender may grant renewals,  extensions of time and other  indulgences,  take
and give up securities,  accept  compositions,  grant  releases and  discharges,
perfect or fail to perfect any

<PAGE>

                                       22



securities,  release any part of the  Collateral  to third parties and otherwise
deal or fail to deal  with the  Grantor,  debtors  of the  Grantor,  Guarantors,
sureties and others and with the Collateral  and other  securities as the Lender
may see fit, all without prejudice to the liability of the Grantor to the Lender
or the Lenders rights and powers under this Security Agreement.

6.14. Rights in Addition

The rights and powers  conferred by this Section 6 are in  supplement  of and in
addition to and not in  substitution  for any other  rights or powers the Lender
may have from time to time under this  Security  Agreement  or under  applicable
law.  The  Lender  may  proceed  by way of any  action,  suit,  remedy  or other
proceeding  at law or in equity and no such  remedy for the  enforcement  of the
rights of the  Lender  shall be  exclusive  of or  dependent  on any other  such
remedy.  Any one or more of such  remedies  may from  time to time be  exercised
separately or in combination.

SECTION 7 - DEALING WITH COLLATERAL BY THE GRANTOR

7.1. Sale of Inventory

Prior to the occurrence of a Default, the Grantor may, in the ordinary course of
its business and on customary trade terms, lease or sell items of inventory,  so
that the  purchaser  thereof takes title clear of the security  interest  hereby
created.  If such sale or lease  results in an Account,  such  Account  shall be
subject to the security interest hereby created.

SECTION 8 - GENERAL

8.1. Security in Addition

The security hereby  constituted is not in  substitution  for any other security
for the  Liabilities or for any other agreement  between the parties  creating a
security  interest  in all or  part of the  Collateral,  whether  heretofore  or
hereafter  made,  and such  security and such  agreements  shall be deemed to be
continued and not affected hereby unless  expressly  provided to the contrary in
writing  and signed by the Lender and the  Grantor.  The taking of any action or
proceedings  or  refraining  from so doing,  or any other dealing with any other
security for the  Liabilities  or any part thereof,  shall not release or affect
the security  interest created by this Security  Agreement and the taking of the
security   interest  hereby  created  or  any  proceedings   hereunder  for  the
realization of the security  interest hereby created shall not release or affect
any other security held by the Lender for the repayment of or performance of the
Liabilities.

8.2. Waiver

Any waiver of a breach by the Grantor of any of the terms or  provisions of this
Security  Agreement or of a Default  under  Section 5.1 must be in writing to be
effective against and bind the Lender. No such waiver by the Lender shall extend
to or be taken in any manner to affect any  subsequent  breach or Default or the
rights of the Lender arising therefrom.


<PAGE>

                                       23



8.3. Further Assurances

The Grantor shall at all times do, execute,  acknowledge and deliver or cause to
be done, executed, acknowledged or delivered all and singular every such further
acts,  deeds,  conveyances,   instruments,   transfers,   assignments,  security
agreements and assurances as the Lender may reasonably  require in order to give
effect to the  provisions  and purposes of this  Security  Agreement  including,
without limitation,  in respect of the Lender's  enforcement of the security and
its realization on the Collateral,  and for the better  granting,  transferring,
assigning,  charging,  setting over, assuring,  confirming and/or perfecting the
security  interest of the Lender in the  Collateral  pursuant  to this  Security
Agreement.  The Grantor  hereby  constitutes  and appoints the Manager or acting
Manager of the Lender at its above  address,  or any  Receiver  appointed by the
Court or the Lender as  provided  herein,  the true and lawful  attorney  of the
Grantor  irrevocably with full power of substitution to do, make and execute all
such assignments,  documents,  acts, matters or things with the right to use the
name  of the  Grantor  whenever  and  wherever  it may be  deemed  necessary  or
expedient. The Grantor hereby authorizes the Lender to file such proofs of claim
and other documents as may be necessary or advisable in order to prove its claim
in any  bankruptcy,  proposed  winding-up  or other  proceeding  relating to the
Grantor.

Without limiting the generality of the foregoing, the Grantor:

     (a)  shall mark  conspicuously each chattel paper evidencing or relating to
          an  Account  and each  related  contract  and,  at the  request of the
          Lender,  each  of its  records  pertaining  to the  Collateral  with a
          legend, in form and substance  satisfactory to the Lender,  indicating
          that such chattel paper,  related contract or Collateral is subject to
          the security interests granted hereby;

     (b)  shall,  if any Accounts  shall be  evidenced  by a promissory  note or
          other  instrument or chattel  paper,  deliver and pledge to the Lender
          hereunder  such note,  instrument  or chattel  paper duly endorsed and
          accompanied  by duly executed  instruments  of transfer or assignment,
          all in form and substance satisfactory to the Lender;

     (c)  shall execute such other  instruments or notices,  as may be necessary
          or  desirable,  or as the Lender may request,  in order to perfect and
          preserve  the  security  interests  granted or purported to be granted
          hereby;

     (d)  hereby  authorizes the Lender to file one or more financing or renewal
          statements, and amendments thereto, relative to all or any part of the
          Collateral  without the signature of the Grantor,  where  permitted by
          law; and

     (e)  shall furnish to the Lender from time to time statements and schedules
          further  identifying  and  describing  the  Collateral  and such other
          reports in connection  with the  Collateral as the Lender may request,
          all in reasonable detail.

8.4. No Merger

Neither the taking of any  judgment  nor the exercise of any power of seizure or
sale shall operate to extinguish the liability of the Grantor to make payment of
or satisfy the Liabilities.  The acceptance of any payment or alternate security
shall not  constitute  or create any  novation  and

<PAGE>

                                       24



the  taking  of a  judgment  or  judgments  under  any of the  covenants  herein
contained shall not operate as a merger of such covenants.

8.5. Notices

Subject to Section 8.7 hereof, any notice required to be given to the Grantor or
the Lender may be delivered to such party or a  responsible  officer  thereof or
may be sent by prepaid registered mail addressed to the appropriate party at the
address  above shown,  or such further or other address as such party may notify
to the other in writing  from time to time,  and if so given the notice shall be
deemed to have been given on the day of delivery or the day when it is deemed or
otherwise  considered to have been received for the purposes of the PPSA, as the
case may be.

8.6. Continuing Security Interest and Discharge

This  Security  Agreement  shall  create a continuing  security  interest in the
Collateral  and  shall  remain  in full  force  and  effect  until  payment  and
performance in full of the Liabilities,  notwithstanding any dealing between the
Lender and the Grantor or any  Guarantor  in respect of the  Liabilities  or any
release, exchange, non-perfection,  amendment, waiver, consent or departure from
or in respect of any or all of the terms or provision  of any security  held for
the Liabilities.

If the Grantor pays to the Lender and fully  discharges the Liabilities  secured
by this Security  Agreement  and  otherwise  observes and performs the terms and
conditions  hereof,  then the Lender  shall at the request and at the expense of
the Grantor  release and  discharge  the security  interest  created  hereby and
execute and deliver to the Grantor such deeds and other  instruments as shall be
requisite therefor.

8.7. Governing Law and Waiver

The provisions of this Security Agreement shall be governed by, and construed in
accordance  with,  the laws of the  Province of Alberta and the federal  laws of
Canada  applicable  therein,  without  reference to  applicable  conflict of law
principles.  Grantor consents to the non-exclusive jurisdiction of the courts of
the  Province  of Alberta in  connection  with the  resolution  of any  disputes
relating to this Security  Agreement or any other Agreement or document executed
or delivered hereunder. Grantor irrevocably waives any objection,  including any
objection  to the laying of venue based on the grounds of forum non  conveniens,
which it may now or hereafter  have to the bringing of any action or  proceeding
with respect to this Agreement.

Grantor  hereby  waives  personal  service  of any and all  process  upon it and
consents that all such service of process may be made by registered mail (return
receipt  requested)  directed to the Grantor and service so made shall be deemed
to be  completed  five (5) days after the same shall have been  mailed.  Nothing
contained  herein shall affect the right of lender to serve legal process by any
other manner permitted by law.

The parties  hereto  hereby waive trial by jury (if  applicable)  in any action,
proceeding,  claim or  counterclaim,  whether in contract or tort,  at law or in
equity with  respect to, in  connection  with,  or arising out of this  Security
Agreement,  other financing agreements,  the obligations of Grantor and Grantor,
the collateral,  or any  instrument,  document or guarantee  delivered  pursuant
hereto

<PAGE>

                                       25



or to  any of  the  foregoing,  or  the  validity,  protection,  interpretation,
administration,  collection or enforcement hereof or thereof, or any other claim
or dispute  hereunder  or  thereunder.  Grantor  agrees  that it will not assert
against lender any claim for  consequential,  incidental,  special,  or punitive
damages  in  connection  with  this  Security   Agreement  or  the  transactions
contemplated  hereby or thereby.  No officer of lender has  authority  to waive,
condition, or modify this provision.

8.8. Security Interest Effective Immediately

Neither the  execution  nor  registration  of this  Security  Agreement  nor any
partial  advances  by the Lender  shall  bind the  Lender to  advance  any other
amounts to the Grantor.  The parties intend the security interest created hereby
to attach and take effect forthwith upon execution of this Security Agreement by
the Grantor and the Grantor  acknowledges that value has been given and that the
Grantor has rights in the Collateral.

8.9. No Collateral Warranties

There is no  representation,  warranty or collateral  agreement  affecting  this
Security Agreement or the Collateral, other than as expressed herein in writing.

8.10. Joint and Several Liability

If more than one person  executes  this  Security  Agreement  as Grantor,  their
obligations under this Security Agreement shall be joint and several.

8.11. Provisions Reasonable

The  Grantor  expressly  acknowledges  and agrees  that the  provisions  of this
Security Agreement and, in particular,  those respecting  remedies and powers of
the Lender against the Grantor,  its business and the  Collateral  upon default,
are commercially reasonable and not manifestly unreasonable.

8.12. Number and Gender

In this Security  Agreement,  words  importing the singular  number  include the
plural and vice-versa and words importing gender include all genders.

8.13. Invalidity

In the event that any term or provision of this Security Agreement shall, to any
extent, be invalid or unenforceable,  the remaining terms and provisions of this
Security   Agreement  shall  be  unaffected  thereby  and  shall  be  valid  and
enforceable to the fullest extent permitted by law.

8.14. Indemnity and Expenses

     (a)  The Grantor  agrees to indemnify and save harmless the Lender from and
          against any and all claims,  losses and  liabilities  rising out of or
          resulting out of or resulting from this Security Agreement (including,
          without limitation,

<PAGE>

                                       26



          enforcement  of this Security  Agreement),  except  claims,  losses or
          liabilities  resulting from the Lender's  gross  negligence or willful
          misconduct.

     (b)  The  Grantor  will upon demand pay to the Lender the amount of any and
          all   reasonable   expenses,   including  the   reasonable   fees  and
          disbursements of its counsel and of any experts and agents,  which the
          Lender may incur in  connection  with (i) the  administration  of this
          Security Agreement, (ii) the custody,  preservation,  use or operation
          of, or the sale of, collection from, or other realization upon, any of
          the Collateral, (iii) the exercise or enforcement of any of the rights
          or remedies of the Lender hereunder or (iv) the failure by the Grantor
          to perform or observe any of the provisions hereunder.

8.15. Judgment Currency

If for the  purpose of  obtaining  judgment  in any court or for the  purpose of
determining,  pursuant to the obligations of the undersigned,  the amounts owing
hereunder, it is necessary to convert an amount due hereunder in the currency in
which it is due (the  "Original  Currency")  into another  currency (the "Second
Currency"),  the rate of exchange  applied shall be that at which, in accordance
with normal  banking  procedures,  the Lender  could  purchase,  in The New York
Foreign Exchange Market,  the Original  Currency with the Second Currency on the
date two (2)  Business  Days  preceding  that on which  judgment is given or any
other payment is due hereunder. The undersigned and each of them agrees that its
obligation  in  respect  of any  Original  Currency  due  from it to the  Lender
hereunder shall, notwithstanding any judgment or payment in such other currency,
be  discharged  only to the extent that,  on the Business Day following the date
the Lender receives  payment of any sum so adjudged or owing to be due hereunder
in the Second  Currency  the Lender  may,  in  accordance  with  normal  banking
procedures,  purchase,  in The New York  Foreign  Exchange  Market the  Original
Currency  with the amount of the Second  Currency so paid;  and if the amount of
the Original  Currency so purchased or could have been so purchased is less than
the amount originally due in the Original Currency,  the undersigned and each of
them agrees as a separate  obligation  and  notwithstanding  any such payment or
judgment to indemnify the Lender  against such loss. The term "rate of exchange"
in this Section 8.15 means the spot rate at which the Lender, in accordance with
normal practices is able on the relevant date to purchase the Original  Currency
with the Second Currency and includes any premium and costs of exchange  payable
in connection with such purchase.

8.16. Sections and Headings

The division of this  Security  Agreement  into  sections  and the  insertion of
headings  are for  convenience  of  reference  only and  shall  not  affect  the
construction or interpretation hereof.

8.17. Receipt of Copy

The Grantor acknowledges receipt of an executed copy of this Security Agreement.


<PAGE>

                                       27



8.18. Binding Effect

All rights of the Lender  hereunder shall enure to the benefit of its successors
and assigns and all obligations of the Grantor  hereunder shall bind the Grantor
and its successors and permitted assigns.


     IN WITNESS  WHEREOF the Grantor has duly executed  this Security  Agreement
under seal this ____ day of May, 2004.


                                          ANTHONY CLARK INTERNATIONAL
                                          INSURANCE BROKERS LTD.



                                          By:  /s/ Tony Consalvo
                                               --------------------------------

                                          Name:
                                          Title:


<PAGE>

                                       28



                                  Schedule "A"
                                  ------------


                                    LOCATIONS
                                    ---------


355, 10333 Southport Road, SW, Calgary, Alberta, T2W 3X6

Suite *, 155 Glendeer Circle, SE, Calgary, Alberta, T2H 2S8



<PAGE>

                                       29



                                  Schedule "B"
                                  ------------

                                  ENCUMBRANCES
                                  ------------


1.   Security  Agreement  registered  on June 8,  2000  as  registration  number
     00060815214 in favour of National  Leasing Group Inc.,  expiring on June 8,
     2004,  with respect to all  projectors of every nature or kind described in
     Lease #2082693 dated June 6, 2000 between the secured party,  as lessor and
     the  debtor as  lessee,  as amended  from time to time,  together  with all
     attachments, accessories and substitutions.

2.   Security  Agreement  registered  on April 4,  2001 as  registration  number
     01040416842 in favour of Ikon Office Solutions,  Inc., expiring on April 4,
     2005, with respect to a Canon 9000 fax, s/n UFK9741.

3.   Security  Agreement  registered  on Nov.  7,  2002 as  registration  number
     02110708837 in favour of Ikon Office Solutions,  Inc.,  expiring on Nov. 7,
     2005, with respect to a Canon Laser fax, s/n UFK02422

4.   Security  Agreement  registered  on Jan.  25, 2000 as  registration  number
     00012517785  in favour of Newcourt  Financial  Ltd.,  expiring on Jan.  25,
     2007,  with respect to a Minolta EP 6000 Copier  System  together  with all
     attachments,   accessories,   accessions,   replacements,    substitutions,
     additions  and  improvements.  Proceeds:  all  present  and after  acquired
     personal property.

5.   Security  Agreement  registered  on May  10,  2002 as  registration  number
     02051021638 in favour of Citicorp Vendor Finance, Ltd., expiring on May 10,
     2005,  with  respect  to  a  Norstar  Solution  19  Telephone  System  with
     attachments, accessories and proceeds thereof.

6.   [Security  Agreement  registered on October 30, 2003 as registration number
     03103027748  in favour of  Paragon  Capital  Corporation  Ltd.  The  debtor
     pledges, hypothecates,  assigns, mortgages, charges, transfers and grants a
     security  interest in, to and in favour of the secured party the securities
     described in schedule "A" of the securities  pledge  agreement given by the
     debtor to the  secured  party,  and all  proceeds  of any  nature,  kind or
     description whatsoever  therefrom.] [TO BE DISCHARGED?  Please provide copy
     of pledge and Schedule "A"]

7.   [Security  Agreement  registered on October 30, 2003 as registration number
     03103028167 in favour of Paragon Capital  Corporation  Ltd. with respect to
     all of the  debtor's  present  and after  acquired  property,  and  without
     limiting the generality of the foregoing,  all proceeds of any nature, kind
     or description whatsoever therefrom.] [TO BE DISCHARGED?]

8.   Security  Agreement  registered  on March 12, 2004 as  registration  number
     04031220934  in favour of Oak Street Funding LLC with respect to all of the
     debtor's present and after-acquired personal property.  Proceeds: goods and
     accessions  thereto,  chattel  paper,   securities,   documents  of  title,
     instruments, money, intangibles and accounts and insurance proceeds.

9.   Security  Agreement  registered  on March 12, 2004 as  registration  number
     04031220975  in  favour  of Oak  Street  Funding  LLC with  respect  to the
     securities  described in schedule "A" of the  securities  pledge  agreement
     granted by the debtor to the secured party. Proceeds:  goods and accessions
     thereto, chattel paper, securities, documents of title, instruments, money,
     intangibles and accounts and insurance proceeds.


<PAGE>

                                       30



10.  Security  Agreement  registered  on Jan.  22, 2004 as  registration  number
     04012242386 in favour of Ikon Office Solutions,  Inc., expiring on Jan. 22,
     2007, with respect to a Canon Laser fax, s/n UZS21477.



<PAGE>

                                       31



                                  Schedule "C"
                                  ------------

                                   LITIGATION
                                   ----------





<PAGE>

                                       32



                                  Schedule "D"
                                  ------------


                                  INDEBTEDNESS
                                  ------------




<PAGE>

                                       33



                                  Schedule "E"
                                  ------------

                                  SUBSIDIARIES
                                  ------------


1.   Addison York Insurance Brokers Ltd
2.   Heritage Hill Insurance Ltd.



<PAGE>