FIRST COMPANY SECURITY AGREEMENT

Date: July 8, 1998


The undersigned (herein referred to as "Debtor") hereby
agrees in favor of Affiliated Marketing Services, Inc., a California
corporation, or its lawful assigns (herein referred to as "Secured
Party"), as follows:

1.  In consideration of the delivery of a promise to pay
$100,000 under that certain Agreement for Purchase and Sale of
Assets between Secured Party and Debtor dated July 8, 1998 (the
"Agreement"), Debtor hereby grants to Secured Party a continuing
security interest in, and Debtor hereby assigns to Secured Party the
Collateral described in Exhibit A hereto, to secure the payment,
performance and observance of the obligations of Debtor under the
Agreement (the foregoing being herein referred to as the
"Obligations").

2.  Debtor warrants, represents and covenants that:  (a)
the chief executive office and other places of business of Debtor,
the books and records relating to the Collateral and the Collateral
are, and will continue to be located at the address set forth below
and Debtor will not change any of the same without prior written
notice to and consent of Secured Party; (b) the Collateral is now,
and at all times will be, owned by Debtor free and clear of all
liens, security interest, claims and encumbrances, unless previously
disclosed to Secured Party;  (c) Debtor will not assign, sell,
mortgage, lease, transfer, pledge, grant a security interest in or
lien upon, encumber, or otherwise dispose of or abandon, nor will
Debtor suffer or permit any of the same to occur with respect to,
any part or all of the Collateral, without prior written notice to
Secured Party; (d) Debtor has made, and will continue to make
payment or deposit or otherwise provide for the payment, when due,
of all taxes, assessments or contributions required by law which
have been or may be levied or assessed against Debtor with respect
to any of the Collateral; (e) Secured Party shall at all times have
free access to and right of inspection of the Collateral and any
records pertaining thereto; (f) at any time and from time to time,
Debtor shall, at its sole cost and expense, execute and deliver to
Secured Party such financing statements pursuant to the Uniform
Commercial Code ("UCC"), applications for certificate of title and
other papers, documents or instruments as may be requested by
Secured Party in connection with this Security Agreement, and Debtor
hereby authorizes Secured Party to execute and file at any time and
from time to time one or more financing statements or copies thereof
of this Security Agreement with respect to the Collateral signed
only by Secured Party.

3.  Each of the following events shall constitute an
event of default ("Default") under this Security Agreement: (a)
Debtor shall default in the punctual payment of any sum payable with
respect to, or in the observance or performance of any of the terms
and conditions of any Obligations;  (b) the making or filing of any
lien, levy, or execution on or seizure, attachment of or garnishment
of, any Collateral; (c) Debtor shall become insolvent or commit an
act of bankruptcy or make an assignment for the benefit of
creditors; (d) there shall be filed by or against any Obligor any
petition for any relief under the bankruptcy laws of the United
States now or hereafter in effect; (e) the usual business of Debtor
shall be terminated or suspended.

4.  Upon the occurrence of any Default and at any time
thereafter, Secured Party may,

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without notice to or demand upon Debtor, declare any Obligations
immediately due and payable and Secured Party shall have all rights
and remedies of a secured party under the UCC.

5.  Debtor hereby releases Secured Party from any claims,
causes of action and demands at any time arising out of or with
respect to this Security Agreement, the Obligations, the Collateral
and its use and/or actions taken or omitted to be taken by Secured
Party with respect thereto, and Debtor hereby agrees to hold Secured
Party harmless from and with respect to any and all such claims,
causes of action and demands.  No act, omission or delay by Secured
Party shall constitute a waiver of its rights and remedies hereunder
or otherwise.  Debtor hereby waives presentment, notice of dishonor
and protest of all instruments included in or evidencing any
Obligations or Collateral, and all other notices and demands
whatsoever (except as expressly provided herein.)  No provision
hereof shall be modified, altered or limited except by a written
instrument expressly referring to this Security Agreement and to
such provision, and executed by the party to be charged.  This
Security Agreement and all Obligations shall be binding upon the
heirs, executors, administrators, successors, or assigns of Debtor
and shall, together with the rights and remedies of Secured Party
hereunder, inure to the benefit of Secured Party, its successors,
endorses and assigns.  This Security Agreement and the Obligations
shall be governed in all respects by the laws of the State of
California applicable to contracts executed and to be performed in
such State.  If any term of this Security Agreement shall be held to
be invalid, illegal or unenforceable, the validity of all other
terms hereof shall in no way be affected thereby.

IN WITNESS WHEREOF, the undersigned has executed or caused
this Security Agreement to be executed as of the date first above
set forth.

"Debtor"                                     Address:

AMS ACQUISITION CORP.                        5681 Beach Boulevard, Suite 101
                                             Buena Park, CA 90621

/s/Joseph Naughton
By:    Joseph Naughton
Its:   President


"Secured Party"

Affiliated Marketing Services, Inc.           13939 Barrymore
                                              San Diego, CA 92129
/s/ Paul Hentschl
By:    Paul Hentschl
Its:   President

<PAGE>

                                     EXHIBIT A

                        PROPERTY SUBJECT TO SECURITY INTEREST


With respect to AMS Acquisition Corp. (the "Company"), the
Collateral includes (i) all equipment, machinery, vehicles,
furniture, tools, dies, jigs, and fixtures, and all attachments,
accessions and equipment now or hereafter affixed thereto or used in
connection therewith, and all substitutions and replacements
thereof, wherever located, whether now owned or hereafter acquired
(the "Equipment"); (ii) all raw materials, work in process, finished
goods, and all other inventory (as defined in the Uniform Commercial
Code) of whatsoever kind or nature, and all wrapping, packaging,
advertising and shipping materials, and any documents relating
thereto, and all labels and other devices, names or marks affixed or
to be affixed thereto for purposes of selling or of identifying the
same or the seller or manufacturer thereof and all of the Company's
right, title and interest therein and thereto, wherever located,
whether now owned or hereafter acquired (the "Inventory"); (iii) all
present and future accounts, contract rights, chattel paper,
documents, instruments, trademarks, trade names, service names and
general intangibles, whether now owned or hereafter acquired, the
Company's interest in the goods represented thereby or described in
copies of invoices delivered to the Company; all returned, reclaimed
or repossessed goods with respect thereto; all rights and remedies
of Debtor under or in connection with such collateral (the
"Accounts"); (iv) all books, records and other property and general
intangibles at any time relating to the Equipment, Inventory and
Accounts ("Records"); and (v) all products and proceeds of the
foregoing, in any form, including without limitation, any claims
against third parties for loss or damage to or destruction of any or
all of the Equipment, Inventory and Accounts (the "Proceeds").