COLLATERAL
      PLEDGE AND SECURITY AGREEMENT

     

    This
      COLLATERAL PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of May 16,
      2008, by and between GREEN SCREEN INTERACTIVE SOFTWARE, INC., a Delaware
      corporation (“Debtor”), and MANDALAY MEDIA, INC., a Delaware corporation
      (“Secured Party”).

     

    WHEREAS,
      pursuant to that certain Note Purchase Agreement, dated as of even date
      herewith, by and between the Debtor and the Secured Party (the “Purchase
      Agreement”), the Secured Party has extended credit to Debtor represented by a
      convertible secured promissory note (the “Bridge Note”) in the principal amount
      of $2,000,000; and

     

    WHEREAS,
      to induce the Secured Party to extend credit to Debtor, Debtor has agreed to
      grant a security interest in certain collateral to Secured Party;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, Debtor and Secured Party agree as follows:

     

    1.    Certain
      Definitions.
      The
      following terms shall have the following meanings (such meanings to be equally
      applicable to both the singular and plural forms of the terms
      defined):

     

    “Account”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Bridge
      Note”
shall
      have the meaning specified in the Recitals hereto.

     

    “Chattel
      Paper”
      shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

     “Collateral”
shall
      have the meaning specified in Section 2 hereof. 

     

    “Commercial
      Tort Claim”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Contracts”
shall
      mean, all right, title and interest of Debtor in, to and under, or derived
      from,
      any and all sale, service, performance and equipment lease contracts (whether
      written or oral), and any other contract (whether written or oral), between
      Debtor and third parties.

     

    “Deposit
      Account”
      shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

     “Debtor”
shall
      have the meaning specified in the preamble hereto.

     

    “Document”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Equipment”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Event
      of Default”
shall
      have the meaning specified in Section 8 hereof.

     

    “Goods”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Governmental
      Authority”
shall
      mean any federal, state, local, foreign or other governmental or administrative
      (including self-regulatory) body, instrumentality, department or agency or
      any
      court, tribunal, administrative hearing body, arbitration panel, commission,
      or
      other similar dispute resolving panel or body and shall include any
“governmental unit” as such term is defined in Section 9-102 of the
      UCC.

     

    “Indemnitees”
shall
      have the meaning specified in Section 13(a) hereof.

     

    “Instrument”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Insurance
      Policies”
shall
      mean all insurance policies held by Debtor or naming Debtor as insured,
      additional insured or loss payee (including, without limitation, casualty
      insurance, liability insurance, property insurance and business interruption
      insurance) and all such insurance policies entered into after the date
      hereof.

     

    “Intangibles”
shall
      have the meaning ascribed to the term “general intangible” in Section 9-102 of
      the UCC.

     

    “Inventory”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Investment
      Property”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Licenses”
shall
      mean all of Debtor’s license agreements and covenants not to sue with any other
      Person with respect to a patent, trademark, service mark or copyright (other
      than any existing license agreements or covenants not to sue which by their
      terms prohibit assignment, transfer or the grant of a security interest by
      Debtor or give the other party thereto the right to terminate the same upon
      an
      assignment, transfer, or the grant of a security interest thereto), whether
      Debtor is a licensor or licensee under any such license agreement, along with
      any and all (a) renewals, extensions, supplements and continuations thereof,
      (b)
      income, royalties, damages, claims and payments now and hereafter due and/or
      payable to Debtor with respect thereto, including, without limitation, damages
      and payments for past, present or future infringements thereof, (c) rights
      to
      sue for past, present and future infringements thereof, and (d) any other rights
      to use, exploit or practice any patent, trademark, service mark or copyright
      of
      Debtor.

     


    
      
        
        

      

      
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    “Lien”
shall
      mean any mortgage, pledge, assignment, security interest, encumbrance, lien
      or
      charge of any kind, any conditional sale or other title retention agreement
      or
      any lease in the nature thereof (including any agreement to give any of the
      foregoing).

     

    “Line
      of Credit”
shall
      mean a $5 million line of credit which the Company may enter into after the
      date
      hereof.

     

    “Noncash
      Proceeds”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Obligations”
shall
      have the meaning specified in Section 3 hereof.

     

    “Payment
      Intangible”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC.

     

    “Pension
      Plan Reversions”
shall
      mean Debtor’s right to receive the surplus funds, if any, which are payable to
      the Debtor following the termination of any employee pension plan and the
      satisfaction of all liabilities of participants and beneficiaries under such
      plan in accordance with applicable law.

     

    “Person”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC and shall
      include any individual, partnership, joint venture, firm, corporation, limited
      liability company, limited liability partnership, association, trust or other
      enterprise or any Governmental Authority.

     

    “Proceeds”
shall
      have the meaning ascribed to such term in Section 9-102 of the UCC and shall
      include, without limitation, (a) any and all payments (in any form whatsoever)
      made or due and payable to Debtor from time to time in connection with any
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      Governmental Authority), (b) any and all amounts paid or payable to Debtor
      for
      or in connection with any sale or other disposition of all or any part of the
      Collateral and (c) any and all other amounts from time to time paid or payable
      under or in connection with any of the Collateral. 

     

    “Purchase
      Agreement”
shall
      have the meaning specified in the Recitals hereto. 

     

    “Receivables”
shall
      mean all Accounts, Documents, Instruments and Chattel Paper.

     

    “UCC”
shall
      mean the Uniform Commercial Code as in effect in the State of New York from
      time
      to time. 

     

    “Secured
      Party”
shall
      have the meaning specified in the preamble hereto.

     

    “Third
      Party Claims”
shall
      have the meaning specified in Section 13(a) hereof. 

     

    2.    Grant
      of a Security Interest.
      As
      security for the prompt and complete payment and performance when due of all
      the
      Obligations, Debtor hereby pledges, assigns, transfers and grants to Secured
      Party, a continuing first-priority security interest in and to all of Debtor’s
      right, title and interest in, to and under the following property, wherever
      located, now existing or hereafter arising from time to time (collectively,
      “Collateral”): (a) all Receivables; (b) all Inventory; (c) all books, records,
      ledgers, print-outs, file materials and other papers containing information
      relating to Receivables and any account debtors in respect thereof, together
      with all Contracts; (d) all Equipment; (e) all Intangibles; (f) all Investment
      Property; (g) all Insurance Policies; (h) all Pension Plan Reversions; (i)
      all
      Licenses; (j) all Deposit Accounts; (k) all Commercial Tort Claims; (l) all
      Goods; (m) any and all other property of the Debtor of every name and nature
      which from time to time after the date hereof, by delivery or by writing of
      any
      kind for the purposes hereof, shall have been conveyed, mortgaged, pledged,
      assigned or transferred by Debtor or by anyone on its behalf or with its consent
      to the Secured Party, as and for additional security for the payment of the
      Obligations; and (n) all Proceeds and Noncash Proceeds of any and all of the
      foregoing. 

     


    
      
        
        

      

      
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    3.    Debtor’s
      Obligations Secured Hereby.
      This
      Agreement secures, and the Collateral is collateral security for, the prompt
      payment and performance in full when due, whether at stated maturity, by
      acceleration or otherwise (including, without limitation, the payment of
      interest and other amounts which would accrue and become due but for the filing
      of a petition in bankruptcy or the operation of the automatic stay under the
      Bankruptcy and Insolvency Act (R.S. 1985, c. B-3)) of all obligations of Debtor
      now or hereafter arising under or in respect of the Bridge Note, this Agreement
      or Paragraph 15 of that certain Letter of Intent, by and between Secured Party
      and Debtor, dated as of the date hereof (the “Letter of Intent”) (including,
      without limitation, Debtor’s obligations to pay principal and interest and all
      other charges, fees, expenses, commissions, reimbursements, indemnities and
      other payments related to or in respect of the obligations contained in the
      Bridge Note, this Agreement or the Letter of Intent) (collectively, the
“Obligations”).

     

    4.    No
      Release.
      Nothing
      set forth in this Agreement shall relieve Debtor from the performance of any
      term, covenant, condition or agreement on Debtor’s part to be performed or
      observed under or in respect of any of the Collateral or from any liability
      to
      any Person under or in respect of any of the Collateral or impose any obligation
      on the Secured Party to perform or observe any such term, covenant, condition
      or
      agreement on Debtor’s part to be so performed or observed or shall impose any
      liability on the Secured Party for any act or omission on the part of Debtor
      relating thereto or for any breach of any representation or warranty on the
      part
      of Debtor contained in the Bridge Note, the Purchase Agreement or this
      Agreement, or in respect of the Collateral or made in connection herewith or
      therewith. 

     

    5.    Debtor’s
      Representations and Warranties.
      Debtor
      represents and warrants and, so long as this Agreement is in effect, shall
      be
      deemed continuously to represent and warrant, that:

     

    (a) No
      Liens.
      Debtor
      is and will be the owner of all Collateral free from any Lien or other right,
      title or interest of any Person, other than Secured Party or the Lender with
      respect to the Line of Credit and except as disclosed in Schedule
      A
      annexed
      hereto. 

     

    (b) Authority;
      Enforceability.
      Debtor
      has full organizational power and authority and has taken all organizational
      action necessary to execute, deliver and perform this Agreement and the Bridge
      Note and to encumber and grant a security interest in the Collateral. This
      Agreement constitutes legal, valid and binding obligations of Debtor,
      enforceable against Debtor in accordance with its terms. 

     


    
      
        
        

      

      
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    (c) Other
      Financing Statements.
      Except
      as disclosed in Schedule
      A
      annexed
      hereto, there is no financing statement (or similar statement or instrument
      of
      registration under any jurisdiction) or any notice filed with any Governmental
      Authority covering or purporting to cover any interest of any kind in the
      Collateral. So long as any of the Obligations remain unpaid, Debtor shall not
      execute or authorize to be filed in any public office any financing statement
      (or similar statement or instrument of registration under the law of any
      jurisdiction) or statements relating to the Collateral, except financing
      statements filed or to be filed in respect of and covering the security interest
      granted hereby by Debtor or as may be required by the Lender with respect to
      the
      Line of Credit.

     

    (d) Security
      Interest; Necessary Filings.
      This
      Agreement creates a valid security interest of Secured Party in the Collateral
      securing payment of the Obligations. The security interest granted to Secured
      Party pursuant to this Agreement in and to the Collateral constitutes and
      hereafter will constitute a perfected security interest therein to the extent
      that perfection can be achieved by the filing of a financing statement, superior
      and prior to the rights of all other persons therein and subject to no other
      Liens, except as disclosed in Schedule
      A
      annexed
      hereto except as may be required by the Lender with respect to the Line of
      Credit. 

     

    (e) No
      Consents, etc.
      No
      other consent of any other Person (including, without limitation, members or
      creditors of Debtor) and no consent, authorization, approval, or other action
      by, and no notice to or filing with, any Governmental Authority (other than
      a
      court in connection with the exercise of judicial remedies by Secured Party)
      or
      regulatory body is required either (i) for the pledge by Debtor of the
      Collateral pursuant to this Agreement, or for the execution, delivery or
      performance of this Agreement by Debtor, or (ii) for the exercise by
      Secured Party of the rights provided for in this Agreement or the remedies
      in
      respect of the Collateral pursuant to this Agreement.

     

    (f) Organization;
      Chief Executive Office; Name.
      The
      chief executive office of Debtor is located at 575 Broadway, New York, New
      York
      10012. The Debtor’s legal name, as it appears in the records of the jurisdiction
      in which the Debtor is organized, is “Green Screen Interactive Software, Inc.”
Debtor has not done business during the past three years or since inception
      (whichever period is shorter) under any name other than Green Screen LLC, or
      Green Screen Interactive Software, LLC. Debtor shall not change its name or
      move
      its chief executive office, except to such new location as Debtor may establish
      in accordance with the last sentence of this Section 5(f). All tangible evidence
      of all Collateral and the only original books of account and records of Debtor
      relating thereto are, and will continue to be, kept at such chief executive
      office, or at such new location for such chief executive office as Debtor may
      establish in accordance with the last sentence of this Section 5(f). All
      Collateral are, and will continue to be, controlled and monitored (including,
      without limitation, for general accounting purposes) from, such chief executive
      office location shown above, or such new location as Debtor may establish in
      accordance with the last sentence of this Section 5(f). Debtor shall not
      establish a new location for its chief executive office nor shall it change
      its
      name until it shall have given to Secured Party not less than 45 days’ prior
      written notice of its intention so to do, clearly describing such new location
      or name and providing such other information and taking such action in
      connection therewith as Secured Party may request. 

     


    
      
        
        

      

      
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    (g) Debtor’s
      Structure.
      The
      Debtor is a corporation duly organized under the laws of the State of Delaware.
      The Debtor shall not change its organizational structure or the state in which
      it is organized without the prior written consent of the Secured Party and
      shall, in any such connection, take all action satisfactory to Secured Party
      to
      maintain the perfection and proof of the security interest of Secured Party
      in
      the Collateral intended to be granted hereby.

     

    (h) Debtor’s
      Tax and Organizational Identification Numbers.
      Debtor’s tax identification number is 33-1215749. 

     

    (i) Collateral.
      All
      information set forth herein relating to the Collateral is accurate and complete
      in all material respects.

     

    (j) Additional
      Representations, Warranties and Covenants of Debtor.
      Debtor
      hereby repeats each of the representations and warranties made by Debtor and
      contained or incorporated by reference in the Bridge Note and the Purchase
      Agreement as fully as if each such representation and warranty were expressly
      set forth herein and expressly made herein by Debtor on and as of the date
      hereof, each such representation and warranty being incorporated in this
      Agreement by reference mutatis mutandis.
      

     

    6.    Debtor’s
      Covenants.
      Debtor
      agrees and covenants for itself, its successors and permitted assigns
      that:

     

    (a) Business
      Use; Protection of Secured Party’s Security.
      The
      Collateral will be used solely for business purposes of Debtor and will remain
      in the possession or under the control of Debtor and will not be used for any
      unlawful purpose. The Collateral will not be misused, abused, wasted or allowed
      to deteriorate. Debtor shall not take any action that impairs the rights of
      Secured Party in the Collateral. Debtor will defend the Collateral against
      the
      claims and demands of all other parties against Debtor or Secured Party other
      than the Lender with respect to the Line of Credit.; will keep the Collateral
      free from all Liens (except as disclosed in Schedule
      A
      annexed
      hereto); and (except with respect to Inventory which is addressed in Section
      6(q) below) will not sell, transfer, lease, license, sublicense, assign, deliver
      or otherwise dispose of any Collateral or any interest therein without the
      prior
      written consent of Secured Party. Debtor will not sell, license, amend or permit
      the amendment of any License, Instrument, Contract or Chattel Paper in any
      manner adverse to the interests of the Secured Party without the prior written
      consent of the Secured Party. 

     

    (b) Financing
      Statements.
      As
      promptly as practicable after the execution and delivery of this Agreement,
      Debtor shall perfect and evidence the perfection of the first-priority security
      interest granted herein, by the completion, signing and filing of UCC-1
      Financing Statements. Debtor hereby irrevocably appoints the Secured Party
      as
      the Debtor’s attorney-in-fact to execute and deliver any and all UCC-1 Financing
      Statements, notices and other documents in furtherance of the foregoing, which
      power-of-attorney the parties hereto acknowledge and agree is coupled with
      an
      interest. Debtor authorizes the Secured Party (i) to file financing statements
      against the Collateral and (ii) at the election of the Secured Party, to
      describe the Collateral as “all assets,” “all personal property,” or words of
      similar import.

     


    
      
        
        

      

      
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    (c) Further
      Actions.
      Debtor
      shall at any time and from time to time take such steps as Secured Party may
      reasonably request to insure the continued perfection and priority of Secured
      Party’s security interest in any of the Collateral and of the preservation of
      its rights therein in any jurisdiction except as otherwise provided herein.
      

     

    (d) After
      Acquired Collateral.
      Any and
      all Collateral described or referred to in the granting clauses hereof which
      is
      hereafter acquired shall, and without any further conveyance, assignment or
      act
      on the part of Debtor or Secured Party, become and be subject to the security
      interests herein granted as fully and completely as though specifically
      described herein.

     

    (e) Maintenance
      of Records.
      Debtor
      shall keep and maintain at its own cost and expense satisfactory and complete
      records of each Receivable, in a manner consistent with prudent business
      practices, for at least seven years from the date on which such Receivable
      comes
      into existence, including, without limitation, records of all payments received,
      all credits granted thereon, all merchandise returned and all other
      documentation relating thereto, and Debtor shall make the same available to
      Secured Party for inspection, at Debtor’s own cost and expense, at any and all
      reasonable times upon demand. Upon the occurrence and during the continuance
      of
      an Event of Default, Debtor shall, at its own cost and expense, deliver all
      tangible evidence of Receivables (including, without limitation, all documents
      evidencing Receivables) and such books and records to Secured Party or to its
      representatives (copies of which evidence and books and records may be retained
      by Debtor) at any time upon Secured Party’s demand. Upon the occurrence and
      during the continuance of an Event of Default, Secured Party may transfer a
      full
      and complete copy of Debtor’s books, records, credit information, reports,
      memoranda and all other writings relating to the Receivables to and for the
      use
      by any Person that has acquired or is contemplating acquisition of an interest
      in the Receivables or Secured Party’s security interest therein without the
      consent of Debtor.

     

    (f) Modification
      of Terms, etc.
      Subject
      to the provisions of Section 6(h), Debtor shall not rescind or cancel any
      indebtedness evidenced by any Receivable or modify any term thereof or make
      any
      adjustment with respect thereto, or extend or renew any such indebtedness,
      or
      compromise or settle any dispute, claim, suit or legal proceeding relating
      thereto, or sell any Receivable or interest therein, without the prior written
      consent of the Secured Party. Debtor shall timely fulfill in all material
      respects all obligations on its part to be fulfilled under or in connection
      with
      the Receivables.

     

    (g) Collection.
      Debtor
      shall take all commercially reasonable actions to cause to be collected from
      the
      account debtor of each of the Receivables, as and when due (including, without
      limitation, Receivables that are delinquent), any and all amounts owing under
      or
      on account of such Receivable, and apply forthwith upon receipt thereof all
      such
      amounts as are so collected to the outstanding balance of such Receivable,
      except that Debtor may allow in the ordinary course of business (i) a refund
      or
      credit due as a result of returned or damaged or defective merchandise, and
      (ii)
      so long as no Event of Default shall exist and be continuing, such extensions
      of
      time to pay amounts due in respect of Receivables and such other modifications
      or payment terms or settlements in respect of Receivables as shall be
      commercially reasonable in the circumstances, all in accordance with Debtor’s
      ordinary course of business consistent with its collection practices as in
      effect from time to time. The costs and expenses (including, without limitation,
      attorneys’ fees and the allocated costs of internal counsel) of collection,
      whether incurred by Debtor or Secured Party, shall be paid by Debtor. The
      Secured Party shall have the right at any time to notify an account debtor
      or
      the obligor on any insurance with respect to a Receivable of the security
      interest herein and to make payment directly to the Secured Party.

     


    
      
        
        

      

      
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    (h) [Intentionally
      Deleted.]
      

     

    (i) Protection
      of Secured Party’s Security.
      Debtor
      shall not take any action that impairs the rights of Secured Party in the
      Collateral. Debtor shall at all times keep the Inventory and Equipment insured
      by financially sound and reputable insurers in favor of Secured Party as an
      additional insured, at the Debtors’ own expense, to Secured Party’s reasonable
      satisfaction against fire, theft and all other risks to which the Collateral
      may
      be subject, in such amounts (but in no event less than the replacement cost
      thereof) and with such deductibles as would be maintained by operators of
      businesses similar to the business of Debtor or as Secured Party may otherwise
      require. At least 30 days prior to the expiration of any such policy of
      insurance, Debtor shall deliver to Secured Party an extension or renewal policy
      or an insurance certificate evidencing renewal or extension of such policy.
      

     

    (j) Commercial
      Tort Claims.
      If the
      Debtor shall at any time acquire a Commercial Tort Claim, the Debtor shall
      immediately notify the Secured Party in a writing signed by the Debtor of the
      details of such claim and grant to the Secured Party in such writing an express
      security interest therein and in the proceeds thereof, all upon the terms of
      this Security Agreement, with such writing to be in the form and substance
      satisfactory to the Secured Party.

     

    (k) Payment
      of Taxes: Claims.
      Debtor
      shall pay promptly when due all property and other taxes, assessments and
      governmental charges or levies (other than those the Company is contesting
      in
      good faith and with respect to which it has made sufficient reserves on its
      financial statements) imposed upon, and all claims (including claims for labor,
      materials and supplies) against, the Collateral.

     

    (l) Ordinary
      Course of Business.
      Subject
      to any limitation contained in the Bridge Note, nothing in this Section 6 shall
      be deemed to prohibit (i) the sale of Inventory and the collection of
      Receivables by Debtor in the ordinary course of business, or (ii) the
      disposition and replacement of obsolete assets as necessary in the ordinary
      course of Debtor’s business.

     

    (m) No
      Impairment.
      Debtor
      shall not enter into any agreement that would materially impair or conflict
      with
      Debtor’s obligations hereunder or under the Bridge Note without the prior
      written consent of the Secured Party. 

     

    (n) No
      Additional Indebtedness.
      Except
      for the Line of Credit, Debtor agrees that it shall not incur any additional
      Indebtedness (as such term is defined in the Bridge Note) without the prior
      written consent of the Secured Party, which consent shall not be unreasonably
      withheld so long as such additional Indebtedness is Junior Debt (as such term
      is
      defined in the Bridge Note).

     


    
      
        
        

      

      
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    7.    Reasonable
      Care.
      Secured
      Party shall be deemed to have exercised reasonable care in the custody and
      preservation of Collateral in its possession if such Collateral is accorded
      treatment substantially equivalent to that which Secured Party, in its
      individual capacity, accords its own property, it being understood that Secured
      Party shall not have responsibility for taking any necessary steps to preserve
      rights against any Person with respect to any Collateral.

     

    8.    Events
      of Default.
      The
      occurrence of any “Event of Default” under the Bridge Note shall constitute an
“Event of Default” under this Agreement.

     

    9.    Remedies.

     

    (a) Acceleration
      of Bridge Notes.
      Upon
      the occurrence of an Event of Default, Secured Party may, by notice to Debtor,
      or automatically in the case of an Event of Default pursuant to
      Section 7(a)(v) of the Bridge Note, declare the aggregate unpaid principal
      balance of all the Bridge Note, together with all unpaid accrued interest
      thereon, to be immediately due and payable and thereupon all such amounts shall
      be and become immediately due and payable to Secured Party. 

     

    (b) Obtaining
      the Collateral Upon Event of Default.
      If any
      Event of Default shall have occurred and be continuing, then and in every such
      case, Secured Party may, at any time or from time to time during the continuance
      of such Event of Default take any or all of the following actions, all if which
      shall be at Debtor’s expense, which expenses shall constitute Obligations
      secured by the Collateral:

     

    (i) Personally,
      or by agents or attorneys, immediately take possession of the Collateral or
      any
      part thereof from Debtor or any other Person who then has possession of any
      part
      thereof, with or without notice or process of law, and for that purpose may
      enter upon Debtor’s premises where any of the Collateral is located and remove
      such Collateral, and use in connection with such removal any and all services,
      supplies, aids and other facilities of Debtor;

     

    (ii) Instruct
      the obligor or obligors on any agreement, instrument or other obligation
      constituting the Collateral, to make any payment required by the terms of such
      agreement, instrument or other obligation directly to Secured Party;
provided,
      however,
      in the
      event that any such payments are made directly to Debtor, Debtor shall hold
      such
      payments in trust and shall segregate all amounts received pursuant thereto
      in a
      separate account and pay the same promptly to Secured Party; 

     

    (iii) Sell,
      assign or otherwise liquidate, or direct Debtor to sell, assign or otherwise
      liquidate, the Collateral, or any part thereof, and take possession of the
      proceeds of any such sale, assignment or liquidation; and/or

     

    (iv) Take
      possession of the Collateral, or any part thereof, by directing Debtor in
      writing to deliver the same to Secured Party at any place or places designated
      by Secured Party, in which event Debtor shall at its own expense: (A) forthwith
      cause the same to be moved to the place or places so designated by Secured
      Party
      and there delivered to Secured Party; (B) store and keep any Collateral so
      delivered to Secured Party at such place or places pending further action by
      Secured Party; and (C) while the Collateral shall be so stored and kept, provide
      such guards and maintenance services as shall be necessary to protect the same
      and to preserve and maintain them in good condition. Debtor’s obligation to
      deliver the Collateral is of the essence of this Agreement. Upon application
      to
      a court of equity having jurisdiction, Secured Party shall be entitled to a
      decree requiring specific performance by the Debtor of such
      obligation.

     


    
      
        
        

      

      
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    (c) Other
      Rights and Remedies.
      Upon
      the occurrence and during the continuance of an Event of Default, Secured Party
      may from time to time exercise in respect of the Collateral, in addition to
      other rights and remedies provided for herein or otherwise available to it,
      all
      the rights and remedies of a secured party under the UCC at the time of an
      Event
      of Default.

     

    (d) Waiver
      of Claims.
      Except
      as otherwise provided herein, Debtor hereby waives, to the fullest extent
      permitted by applicable law, notice or judicial hearing in connection with
      Secured Party’s taking possession, or Secured Party’s disposition of any of the
      Collateral, including, without limitation, any and all prior notice and hearing
      for any prejudgment remedy or remedies and any such right which Debtor would
      otherwise have under law, and Debtor hereby further waives to the extent
      permitted by applicable law: (i) all damages occasioned by such taking of
      possession, (ii) all other requirements as to the time, place and terms of
      sale or other requirements with respect to the enforcement of Secured Party’s
      rights hereunder, and (iii) all rights of redemption, appraisal, valuation,
      stay, extension or moratorium now or hereafter in force under any applicable
      law. Any sale of, or the grant of options to purchase, or any other realization
      upon, any Collateral shall operate to divest all rights, title, interest, claim
      and demand, either at law or in equity, of Debtor therein and thereto, and
      shall
      be a perpetual bar both at law and in equity against Debtor and against any
      and
      all Persons claiming or attempting to claim the Collateral so sold, optioned
      or
      realized upon, from, through or under Debtor.

     

    (e) Notice.
      Without
      in any way requiring notice to be given in the following time and manner, Debtor
      agrees that any notice by Secured Party of sale, disposition or other intended
      action hereunder or in connection herewith, whether required by the UCC or
      otherwise, shall constitute reasonable notice to Debtor if such notice is
      delivered in accordance with Section 16(h) hereof and is given at least ten
      days prior to the intended action which is the subject matter thereof.


     

    10.    Payments
      After an Event of Default.
      All
      payments received and amounts realized by Secured Party pursuant to
      Section 9, including all such payments and amounts received after the
      entire unpaid principal and interest amount of the Bridge Note has been declared
      due and payable, as well as all payments or amounts then held or thereafter
      received by Secured Party as part of the Collateral while an Event of Default
      shall be continuing, shall be promptly applied and distributed by Secured Party
      in the following order of priority:

     

    (a) first,
      to the
      payment of all costs and expenses, including reasonable legal expenses and
      attorneys’ fees for one counsel in each jurisdiction in which counsel may be
      required, incurred or made hereunder or under the Bridge Note by Secured Party,
      whether or not constituting Obligations, including, without limitation, any
      such
      costs and expenses of foreclosure or suit, if any, and of any sale or the
      exercise of any other remedy under Section 9, and of all taxes, assessments
      or liens superior to the lien granted under this Agreement, except any taxes,
      assessments or other superior lien subject to which any said sale under
      Section 9 hereof may have been made; and

     


    
      
        
        

      

      
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    (b) second,
      to the
      payment to Secured Party of the amount then owing or unpaid on the Bridge Note;
      and

     

    (c) third,
      to the
      payment of the balance or surplus, if any, to Debtor, its successors and
      assigns, or to whomsoever may be lawfully entitled to receive the
      same.

     

    11.    Secured
      Party’s Right to Cure; Reimbursement.
      In the
      event Debtor should fail to do any act as herein provided, Secured Party may,
      but without obligation to do so, without notice to Debtor, and without releasing
      Debtor from any obligation hereof, make or do the same in such manner and to
      such extent as Secured Party may deem necessary to protect the Collateral,
      including, without limitation, the defense of any action purporting to affect
      the Collateral or the rights or powers of Secured Party hereunder, at Debtor’s
      expense. Debtor shall reimburse Secured Party for expenses reasonably incurred
      under this Section 11 and any such expenses not reimbursed will constitute
      Obligations secured by the Collateral.

     

    12.    Expenses.
      Debtor
      will upon demand pay to Secured Party the amount of any and all reasonable
      expenses, including the fees and expenses of its counsel and the allocated
      fees
      and expenses of staff counsel and the fees and expenses of any experts and
      agents, which Secured Party may incur in connection with (a) the collection
      of the Obligations, (b) the administration of this Agreement, (c) the
      custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Collateral, (d) the exercise or enforcement of
      any of the rights of Secured Party hereunder, or (e) the failure by Debtor
      to perform or observe any of the provisions hereof. All amounts payable by
      Debtor under this Section 12 shall be due upon demand and shall be part of
      the Obligations. Debtor’s obligations under this Section 12 shall survive the
      termination of this Agreement and the discharge of Debtor’s other obligations
      hereunder. 

     

    13.    Indemnity.

     

    (a) Indemnity.
      Debtor
      agrees to indemnify, reimburse and hold Secured Party and its successors,
      assigns, officers, directors, stockholders, members, managers, employees,
      agents, representatives, heirs, attorneys and servants (collectively,
“Indemnitees”) harmless from and against any and all liabilities, obligations,
      damages, injuries, penalties, claims, demands, actions, suits, judgments and
      any
      and all costs and expenses (including, without limitation, attorneys’ fees and
      expenses and the allocated costs of internal counsel) of whatsoever kind and
      nature imposed on, asserted against or incurred by any of the Indemnitees in
      any
      way relating to or arising out of this Agreement, the Purchase Agreement or
      the
      Bridge Note or in any other way connected with the administration of the
      transactions contemplated hereby or the enforcement of any of the terms hereof,
      or the preservation of any rights hereunder, or in any way relating to or
      arising out of the manufacture, processing, ownership, ordering, purchase,
      delivery, control, acceptance, lease, financing, possession, operation,
      condition, sale, return or other disposition, or use of the Collateral
      (including, without limitation, latent or other defects, whether or not
      discoverable), the violation of the laws of any Governmental Authority, any
      tort
      (including, without limitation, claims arising or imposed under the doctrine
      of
      strict liability, or for or on account of injury to or the death of any Person
      (including any Indemnitee)), or property damage, or contract claim; provided,
      that
      Debtor shall have no obligation to an Indemnitee hereunder to the extent it
      is
      judicially determined by a final order or decree that such indemnified
      liabilities arise solely from the gross negligence or willful misconduct of
      that
      Indemnitee. Any Indemnitee shall provide Debtor with prompt notice of all third
      party actions, suits, proceedings, claims, demands or assessments subject to
      the
      indemnification provisions of this Section 13(a) (collectively, “Third
      Party Claims”), and provide Debtor with notice of all other claims or demands
      for indemnification pursuant to this Section 13(a); provided, however, that
      the failure to provide timely notice shall not affect Debtor’s indemnification
      obligations except to the extent Debtor shall have been materially prejudiced
      by
      such failure. Debtor shall, if requested by such Indemnitee, resist and defend
      any Third Party Claim or cause the same to be resisted and defended by counsel
      reasonably satisfactory to such Indemnitee. Each Indemnitee shall, unless any
      other Indemnitee has made the request described in the preceding sentence and
      such request has been complied with, have the right to employ its own counsel
      (or internal counsel) to investigate and control the defense of any matter
      covered by the indemnity set forth in this Section 13, and the fees and
      expenses of such counsel shall be paid by Debtor; provided
      that,
      only to the extent no conflict exists between or among the Indemnitees as
      reasonably determined by the Indemnitees, Debtor shall not be obligated to
      pay
      the fees and expenses of more than one counsel for all Indemnitees as a group
      with respect to any such matter, action, suit or proceeding.

     


    
      
        
        

      

      
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    (b) Misrepresentations.
      Without
      limiting the application of subsection 13(a), Debtor agrees to pay,
      indemnify and hold each Indemnitee harmless from and against any loss, costs,
      damages and expenses which such Indemnitee may suffer, expend or incur in
      consequence of or growing out of any misrepresentation by Debtor in this
      Agreement, the Purchase Agreement or the Bridge Note or in any statement or
      writing contemplated by or made or delivered pursuant to or in connection with
      this Agreement, the Purchase Agreement or the Bridge Note.

     

    (c) Contribution.
      If and
      to the extent that the obligations of Debtor under this Section 13 are
      unenforceable for any reason, Debtor hereby agrees to make the maximum
      contribution to the payment and satisfaction of such obligations that is
      permissible under applicable law.

     

    (d) Survival.
      The
      obligations of Debtor contained in this Section 13 shall survive the
      termination of this Agreement and the discharge of Debtor’s other obligations
      hereunder and under the Bridge Note.

     

    (e) Reimbursement.
      Any
      amounts paid by an Indemnitee as to which such Indemnitee has the right to
      reimbursement shall constitute Obligations secured by the
      Collateral.

     

    14.    Termination;
      Release.
      This
      Agreement shall terminate on the satisfaction in full of all of the Obligations
      and, on such termination, Secured Party shall release to Debtor the security
      interest granted in the Collateral hereunder and, upon the request and at the
      expense of Debtor, forthwith assign, transfer and deliver to Debtor, against
      receipt and without recourse to or warranty by Secured Party, such of the
      Collateral to be released as may then be in the possession of Secured Party
      and
      proper instruments acknowledging the termination of this Agreement or the
      release of such Collateral, as the case may be; provided, that if, after receipt
      of any payment of all or any part of the Obligations, Secured Party is for
      any
      reason compelled to surrender such payment to any person or entity because
      such
      payment is determined to be void or voidable as a preference, impermissible
      setoff, or a diversion of trust funds, or for any other reason, this Agreement
      shall continue in full force notwithstanding any contrary action which may
      have
      been taken by Secured Party in reliance upon such payment, and any such contrary
      action so taken shall be without prejudice to Secured Party’s rights under this
      Agreement and shall be deemed to have been conditioned upon such payment having
      become final and irrevocable.

     


    
      
        
        

      

      
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    15.    Miscellaneous.

     

    (a) Entire
      Agreement; Amendment.
      This
      Agreement, the Purchase Agreement and the Bridge Note set forth the entire
      understanding of the parties with respect to the subject matter hereof and
      supersede all existing agreements among them concerning such subject matter.
      This Agreement may only be amended or modified by a written instrument duly
      executed by Debtor and Secured Party.

     

    (b) Successors
      and Assigns.
      This
      Agreement, together with the covenants and warranties contained in it, shall
      inure to the benefit of Secured Party and its successors, assigns, heirs and
      personal representatives, and shall be binding upon Debtor, its successors
      and
      permitted assigns; provided, that Debtor may not assign this Agreement without
      the prior written consent of Secured Party. No other Persons (including, without
      limitation, any other creditor of Debtor) shall have any interest herein or
      any
      right or benefit with respect hereto. Without limiting the generality of the
      foregoing, Secured Party may assign or otherwise transfer any indebtedness
      held
      by it and secured by this Agreement to any other Person, and such other Person
      shall thereupon become vested with all the benefits in respect thereof granted
      to such Secured Party, herein or otherwise, subject, however, to the provisions
      of the Bridge Note.

     

    (c) No
      Waiver; Cumulative Remedies.
      No
      failure on the part of Secured Party to exercise, no course of dealing with
      respect to, and no delay on the part of Secured Party in exercising, any right,
      power or remedy hereunder shall operate as a waiver thereof; nor shall any
      single or partial exercise of any such right, power or remedy hereunder preclude
      any other or further exercise thereof or the exercise of any other right, power
      or remedy. The remedies herein provided are cumulative and are not exclusive
      of
      any remedies provided by law. In the event Secured Party shall have instituted
      any proceeding to enforce any right, power or remedy under this Agreement by
      foreclosure, sale, entry or otherwise, and such proceeding shall have been
      discontinued or abandoned for any reason or shall have been determined adversely
      to Secured Party, then and in every such case, Debtor and Secured Party shall
      be
      restored to their respective former positions and rights hereunder with respect
      to the Collateral, and all rights, remedies and powers of Secured Party shall
      continue as if no such proceeding had been instituted.

     

    (d) Governing
      Law.
      This
      Agreement shall be governed by, and shall be construed and enforced in
      accordance with, the laws of the State of New York.

     

    (e) Consent
      to Jurisdiction and Service of Process.
      Debtor
      irrevocably consents to the jurisdiction of the courts of New York County,
      New
      York in connection with any action or proceeding arising out of or relating
      to
      this Agreement, any document or instrument delivered pursuant to, in connection
      with or simultaneously with this Agreement, or a breach of this Agreement or
      any
      such document or instrument. 

     


    
      
        
        

      

      
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    (f) WAIVER
      OF JURY TRIAL.
      DEBTOR
      HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH IT IS A PARTY
      INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
      CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
      WITH
      THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.

     

    (g) Severability
      of Provisions.
      If any
      provision of this Agreement is invalid, illegal or unenforceable, the balance
      of
      this Agreement shall remain in effect, and if any provision is inapplicable
      to
      any person, party or circumstance, it shall nevertheless remain applicable
      to
      all other persons, parties and circumstances.

     

    (h) Notices.
      All
      notices and other communications required or permitted under this Agreement
      shall be sent by registered or certified mail, postage prepaid, overnight
      courier, confirmed telex or facsimile transmission (provided, that a copy is
      also set by registered or certified mail), or delivered by hand or by messenger,
      addressed (a) if to Secured Party, at its office at 2121 Avenue of the
      Stars, Suite 2550, Los Angeles, CA 90067, Fax (310) 277-2741, marked to the
      attention to Bruce L. Stein, CEO, or at such other address as Secured Party
      shall have furnished to Debtor in writing, or (b) if to Debtor, at its
      office at 575 Broadway, New York, NY 10012, marked to the attention to Ron
      Chaimowitz, CEO, or at such other address as Debtor shall have furnished to
      the
      Secured Party in writing. Each such notice or other communication shall for
      all
      purposes of this Agreement be treated as effective or having been given
      (i) when delivered if delivered personally, (ii) if sent by registered
      or certified mail, at the earlier of its receipt or three business days after
      registration or certification thereof, (iii) if sent by overnight courier,
      on the next business day after the same has been deposited with a nationally
      recognized courier service, or (iv) when sent by confirmed telex or
      facsimile, on the day sent (if a business day) if sent during normal business
      hours of the recipient, and if not, then on the next business day.

     

    (i) Execution
      in Counterparts.
      This
      Agreement and any amendments, waivers, consents or supplements hereby may be
      executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed and delivered shall be
      deemed to be an original, but all such counterparts together shall constitute
      one and the same agreement. Facsimile signatures shall be deemed originals
      for
      all purposes hereunder. 

     

    (j) Headings.
      The
      Section headings used in this Agreement are for convenience of reference only
      and shall not affect the construction or interpretation of this
      Agreement.

     

    [Remainder
      of page left intentionally blank. Signature page follows]

     



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have executed this Collateral Pledge and Security Agreement on the
      date
      set forth above.

     

    
      	 	
              GREEN
                SCREEN INTERACTIVE SOFTWARE, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ Ron Chaimowitz

            
	 	
              Name:
                Ron Chaimowitz

            
	 	
              Title
                CEO

            
	 	 
	 	
              MANDALAY
                MEDIA, INC.

            
	 	 
	 	 
	 	
              By:
                /s/ James Lefkowitz

            
	 	
              Name:
                James Lefkowitz

            
	 	
              Title
                President

            


    

    


     

    


     


    
      
        
        

      

      
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    SCHEDULE
      A

     

    



    
      
        
        

      

      
        -16-