EXHIBIT 4.5

                               SECURITY AGREEMENT

      THIS SECURITY  AGREEMENT  (this  "AGREEMENT"),  is made as of December __,
2006, by and between New Era  Marketing,  Inc., a Nevada  corporation,  with its
principal executive offices at 927 Lincoln Road, Suite 200, Miami, FL 33139 (the
"COMPANY"), and Robert Kornstein (the "LENDER'S AGENT") as agent for the secured
parties   identified  on  SCHEDULE  A  hereto  (each,  a  "SECURED   PARTY"  and
collectively,  the "SECURED PARTIES").  The Company,  the Lender's Agent and the
Secured  Parties may  hereinafter  be referred  to  singularly  as a "PARTY" and
collectively as the "PARTIES".

                              W I T N E S S E T H:

      WHEREAS,   concurrently   herewith,   the  Company  is  entering   into  a
Contribution Agreement (the "CONTRIBUTION  AGREEMENT") with Fearless Yachts, LLC
and the  members  thereof  (the  "MEMBERS"),  pursuant  to which the Members are
contributing their membership interests to the Company in exchange for shares of
its common  stock,  subsequent  to which  Fearless  will become the wholly owned
subsidiary of the Company (the "ACQUISITION");

      WHEREAS,  Fearless  entered  into a  Securities  Purchase  Agreement  (the
"SECURITIES  PURCHASE  AGREEMENT") with the Secured  Parties,  pursuant to which
Fearless sold to the Secured Parties its 10% Senior Secured  Promissory Notes in
the aggregate  principal  amount,  including  accrued interest as of December 4,
2006, of $1,257,620.87 (the "FEARLESS NOTES");

      WHEREAS,  the  Secured  Parties  holding  Fearless  Notes in an  aggregate
principal  amount of  $________  (including  accrued  interest as of December 4,
2006) have agreed to exchange  their Fearless  Notes for  substantially  similar
notes issued by the Company (the "NOTES");

      WHEREAS,  in order to induce the Secured  Parties to exchange the Fearless
Notes for the  Notes,  the  Company  has agreed to  execute  and  deliver to the
Lender's  Agent this  Agreement for the benefit of the Secured  Parties,  and to
grant to it a security  interest  in all of the assets of the  Company to secure
the prompt  payment,  performance  and discharge in full of all of the Company's
obligations under the Notes.

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

      1. CERTAIN  DEFINITIONS.  As used in this  Agreement,  the following terms
shall  have  the  meanings  set  forth in this  Section  1.  Terms  used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as  "GENERAL  INTANGIBLES"  and  "PROCEEDS")  shall  have  the  respective
meanings given such terms in Article 9 of the UCC.

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

                  (i) all  personal  property  and other  assets of the Company,
wherever located; and

                  (ii) all goods of the Company, including,  without limitation,
all machinery,  equipment,  computers,  motor vehicles,  trucks,  tanks,  boats,
ships,  appliances,  furniture,  special and general tools,  fixtures,  test and
quality  control  devices  and other  equipment  of every  kind and  nature  and
wherever   situated,   together  with  all  documents  of  title  and  documents
representing  the same,  all  additions  and  accessions  thereto,  replacements
therefor,  all parts therefor,  and all substitutes for any of the foregoing and
all other items used and useful in connection with the Company's  businesses and
all improvements thereto (collectively, the "EQUIPMENT"); and

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                  (iii) All Inventory of the Company; and

                  (iv)  All  of  the  Company's   contract  rights  and  general
intangibles,  including, without limitation, all partnership interests, stock or
other securities, licenses, distribution and other agreements, computer software
development  rights,  leases,   franchises,   customer  lists,  quality  control
procedures,  grants and  rights,  goodwill,  trademarks,  service  marks,  trade
styles, trade names, patents, patent applications, copyrights, deposit accounts,
and income tax refunds (collectively, the "GENERAL INTANGIBLES"); and

                  (v) All  Receivables  of the Company  including  all insurance
proceeds,  and rights to refunds or indemnification  whatsoever owing,  together
with all instruments,  all documents of title representing any of the foregoing,
all rights in any  merchandising,  goods,  equipment,  motor vehicles and trucks
which  any of the  same  may  represent,  and all  right,  title,  security  and
guaranties with respect to each  Receivable,  including any right of stoppage in
transit; and

                  (vi) All accounts, deposit accounts or other bank accounts and
all funds deposited therein; and

                  (vii) All of the company's documents,  instruments and chattel
paper, files, records, books of account,  business papers, computer programs and
the  products  and  proceeds  of all of the  foregoing  Collateral  set forth in
clauses (i)-(vi) above.

            (b) "LENDER'S AGENT" shall be the Purchaser Designee,  as defined in
the  Securities  Purchase  Agreement and as may be replaced from time to time in
accordance therewith. Any notice to or by the Lenders or any actions, waiver, or
enforcement  rights that may be taken or asserted by Lender may only be taken by
the then acting Purchaser Designee on such Lender's behalf. In the event that no
Purchaser Designee is appointed,  then all actions or consents that may be taken
by the  Lender's  Agent may be taken upon  consent  of holders of a majority  of
outstanding amount of Notes.

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

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

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

            (a) The Security  Interest granted herein shall be PARI PASSU to the
extent of the  Obligations  due to any Secured Party and the  Obligations due to
all other secured parties that are signatories  hereto. Each Secured Party shall
have the  benefit  of all  forms of  security  granted  in  connection  with the
Securities Purchase  Agreement,  and all proceeds thereof, to the same extent of
the Secured  Party's PARI PASSU interest with all other secured parties that are
signatories hereto. In the event that the Company materially breaches any of the
terms and provisions of this Security Agreement,  or should any Event of Default
(as that term is defined herein) occur, the respective positions of each Secured
Party with respect to the Collateral  shall be in accordance with its respective
participations therein.


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<PAGE>

      3. REPRESENTATIONS,  WARRANTIES,  COVENANTS AND AGREEMENTS OF THE COMPANY.
The Company  represents  and warrants  to, and  covenants  and agrees with,  the
Secured  Parties  which shall  hereinafter  include the  Lender's  Agent  unless
otherwise stated as follows:

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

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

            (c) Except as to those  liens  existing  as of the date  hereof that
were  disclosed  to the Secured  Parties by the Company and are set forth on the
attached  SCHEDULE C (the "PERMITTED  LIENS"),  the Company is the sole owner of
the Collateral (except for non-exclusive  licenses granted by the Company in the
ordinary course of business),  free and clear of any liens,  security interests,
encumbrances,  rights or claims,  and is fully  authorized to grant the Security
Interest  in and to pledge the  Collateral.  Except as to the  Permitted  Liens,
there is not on file in any  governmental  or  regulatory  authority,  agency or
recording office an effective financing statement,  security agreement,  license
or  transfer or any notice of any of the  foregoing  (other than those that have
been filed in favor of the Secured Parties pursuant to this Agreement)  covering
or affecting any of the Collateral. Except as to the Permitted Liens, so long as
this Agreement  shall be in effect,  the Company shall not execute and shall not
knowingly  permit to be on file in any such office or agency any such  financing
statement  or other  document  or  instrument  (except  to the  extent  filed or
recorded  in  favor  of the  Secured  Parties  pursuant  to the  terms  of  this
Agreement).

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

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

            (f) This Agreement  creates in favor of the Secured  Parties a valid
first  priority  security  interest in the  Collateral  securing the payment and
performance  of the  Obligations  and, upon making the filings  described in the
immediately  following sentence, a perfected first priority security interest in
such Collateral.  Except for the filing of financing  statements on Form-1 under
the UCC with the  jurisdictions  indicated on SCHEDULE B,  attached  hereto,  no
authorization  or  approval  of or filing  with or  notice  to any  governmental
authority or regulatory body is required either (i) for the grant by the Company
of, or the  effectiveness  of, the Security  Interest  granted hereby or for the
execution, delivery and performance of this Agreement by the Company or (ii) for
the perfection of or exercise by the Secured  Parties of its rights and remedies
hereunder.

            (g) On the date of  execution  of this  Agreement,  the Company will
deliver to the Lender's  Agent one or more executed UCC financing  statements on
Form-1 with respect to the Security Interest for filing with the


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<PAGE>

jurisdictions  indicated  on  SCHEDULE  B,  attached  hereto  and in such  other
jurisdictions as may be reasonably requested by the Lender's Agent.

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

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

            (j) The Company will not transfer,  pledge,  hypothecate,  encumber,
license  (except  for  non-exclusive  licenses  granted  by the  Company  in the
ordinary  course  of  business),  sell  (except  for sales of  inventory  in the
ordinary  course of  business)  or  otherwise  dispose of any of the  Collateral
without the prior written consent of the Lender's Agent.

            (k) The Company shall keep and preserve its Equipment, Inventory and
other tangible Collateral in good condition subject to ordinary weir, repair and
order and shall  not  operate  or  locate  any such  Collateral  (or cause to be
operated or located) in any area excluded from insurance coverage.

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

            (m) The Company shall promptly execute and deliver to Lender's Agent
on behalf of the Secured  Parties such further  deeds,  mortgages,  assignments,
security  agreements,  financing  statements  or other  instruments,  documents,
certificates  and assurances and take such further action as the Secured Parties
may from time to time  reasonably  request and may in its sole  discretion  deem
necessary  to  perfect,   protect  or  enforce  its  security  interest  in  the
Collateral.

            (n)  The  Company   shall   permit  the   Lender's   Agent  and  its
representatives  and agents to inspect the  Collateral at any time,  and to make
copies of  records  pertaining  to the  Collateral  as may be  requested  by the
Secured Parties from time to time.

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

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


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<PAGE>

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

      4. DEFAULTS. The following events shall be "EVENTS OF DEFAULT":

            (a) Any Event of Default as defined in the Notes;

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

            (c) The  failure by the  Company  to  observe or perform  any of its
material obligations hereunder for ten (10) days after receipt by the Company of
notice of such failure from the Lender's Agent.

      5. DUTY TO HOLD IN TRUST.  Upon the occurrence of any Event of Default and
at any time  thereafter,  the Company shall,  upon receipt by it of any revenue,
income or other sums subject to the Security Interest,  whether payable pursuant
to the Notes or otherwise, or of any check, draft,  debenture,  trade acceptance
or other instrument  evidencing an obligation to pay any such sum, hold the same
in trust  for the  Lender's  Agent on behalf of the  Secured  Parties  and shall
forthwith  endorse and transfer any such sums or  instruments,  or both,  to the
Lender's Agent for application to the satisfaction of the Obligations. Once such
payments  or  transfers  are made to  Lender's  Agent in trust  for the  Secured
Parties,  the Company shall be deemed to have made such payments directly to the
Secured Parties.

      6. RIGHTS AND  REMEDIES  UPON  DEFAULT.  Upon  occurrence  of any Event of
Default and at any time thereafter,  the Lender's Agent on behalf of the Secured
Parties shall have the right to exercise all of the remedies conferred hereunder
and under the Notes and the  Securities  Purchase  Agreement,  and the  Lender's
Agent shall have all the rights and  remedies  of a secured  party under the UCC
and/or any other  applicable law (including the Uniform  Commercial  Code of any
jurisdiction in which any Collateral is then located).  Without limitation,  the
Lender's Agent shall have the following rights and powers,  each of which,  when
taken, shall be deemed taken on behalf of the Secured Parties:

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

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

      7. APPLICATIONS OF PROCEEDS. The proceeds of any such sale, lease or other
disposition of the Collateral  hereunder shall be applied first, to the expenses
of retaking,  holding, storing,  processing and preparing for sale, selling, and
the like  (including,  without  limitation,  any  taxes,  fees and  other  costs
incurred  in  connection  therewith)  of  the  Collateral,   to  the  reasonable
attorneys'  fees and expenses  incurred by the Lender's  Agent in enforcing  its
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to satisfaction of the Obligations,  and to the payment of
any other amounts  required by applicable  law, after which the Secured  Parties
and Lender's Agent shall


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pay to the  Company any surplus  proceeds.  If, upon the sale,  license or other
disposition of the Collateral,  the proceeds thereof are insufficient to pay all
amounts to which the Secured Parties are legally  entitled,  the Company will be
liable for the deficiency,  together with interest thereon,  at the Default rate
set forth in the Note  (the  "DEFAULT  RATE"),  and the  reasonable  fees of any
attorneys  employed by the  Lender's  Agent to collect such  deficiency.  To the
extent  permitted by applicable law, the Company waives all claims,  damages and
demands against the Secured Parties  arising out of the  repossession,  removal,
retention  or sale of the  Collateral,  unless  due to the gross  negligence  or
willful misconduct of the Secured Parties.

      All ordinary and  reasonable  costs and expenses  incurred by any Lender's
Agent in collection of the Obligations shall be borne exclusively by the Company
including,  without  limitation,  any  costs,  expenses,  fees or  disbursements
incurred by outside  agencies or  attorneys  retained by the  Lender's  Agent to
effect   collections  of  the   Obligations  or  any  collateral   securing  the
Obligations.  In such event,  any money paid, any expenses,  costs and attorneys
fees paid or incurred in connection  therewith or in enforcing,  maintaining  or
preserving  the rights of all  Secured  Parties  under this  Agreement  shall be
shared by all  Secured  Parties  PRO RATA in  accordance  with their  respective
percentage  of  the  outstanding  principal  and  interest  on  the  Notes.  The
provisions of this paragraph shall not apply to any suits, actions,  proceedings
or claims of the nature  referred to herein or otherwise which are based upon or
related to the  repayment  of, or the taking of security  for,  any loans and/or
advances  made by any Secured  Party to the Company  that do not arise under the
Securities  Purchase  Agreements or that are not  participated in by all Secured
Parties,  and the party making such loans and/or  advances  shall be exclusively
responsible  for such suits,  actions,  proceedings or claims and the payment of
all such expenses in connection therewith.

      8.  COSTS  AND  EXPENSES.   The  Company  agrees  to  pay  all  reasonable
out-of-pocket  fees,  costs and expenses  incurred in connection with any filing
required  hereunder,  including without  limitation,  any financing  statements,
continuation statements,  partial releases and/or termination statements related
thereto or any  expenses of any  searches  reasonably  required by the  Lender's
Agent.  The Company  shall also pay all other  claims and  charges  which in the
reasonable  opinion of the Lender's Agent might prejudice,  imperil or otherwise
affect the Collateral or the Security Interest  therein.  The Company will also,
upon  demand,  pay to the  Lender's  Agent the amount of any and all  reasonable
expenses,  including the reasonable  fees and expenses of its counsel and of any
experts and agents,  which the Lender's  Agent may incur in connection  with (i)
the enforcement of this Agreement,  (ii) the custody or preservation  of, or the
sale of, collection from, or other  realization upon, any of the Collateral,  or
(iii) the exercise or  enforcement  of any of the rights of the Secured  Parties
under the  Securities  Purchase  Agreement  and Notes.  Until so paid,  any fees
payable  hereunder  shall be added to the  principal  amount of the  Convertible
Debenture and shall bear interest at the Default Rate.

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

      10. SECURITY INTEREST ABSOLUTE.  All rights of the Secured Parties and all
Obligations  of the  Company  hereunder,  shall be absolute  and  unconditional,
irrespective of: (a) any lack of validity or  enforceability  of this Agreement,
the Securities Purchase Agreement, or any of the Notes, or any portion hereof or
thereof;  (b) any change in the time,  manner or place of payment or performance
of,  or in any  other  term  of,  all or any of the  Obligations,  or any  other
amendment  or waiver of or any  consent  to any  departure  from the  Securities
Purchase Agreement, or Notes; (c) any exchange,  release or nonperfection of any
of the  Collateral,  or any  release  or  amendment  or waiver of or  consent to
departure from any other collateral for, or any guaranty, or any other security,
for all or any of the  Obligations;  (d) any  action by the  Secured  Parties to
obtain,  adjust, settle and cancel in their sole discretion any insurance claims
or matters made or arising in connection with the  Collateral;  or (e) any other
circumstance  which might  otherwise  constitute any legal or equitable  defense
available  to the  Company,  or a discharge  of all or any part of the  Security
Interest  granted  hereby.  Until  the  Obligations  shall  have  been  paid and
performed in full, the rights of the Secured  Parties shall continue even if the
Obligations  are barred  for any  reason,  including,  without  limitation,  the
running of the statute of  limitations  or  bankruptcy.  The  Company  expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and
demand  for  performance.  In the  event  that at any time any  transfer  of any
Collateral or any payment  received by the Secured  Parties  hereunder  shall be
deemed  by final  order  of a court of  competent  jurisdiction  to have  been a
voidable


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<PAGE>

preference or fraudulent  conveyance  under the bankruptcy or insolvency laws of
the United  States,  or shall be deemed to be  otherwise  due to any party other
than the Secured  Parties,  then, in any such event,  the Company's  obligations
hereunder  shall  survive  cancellation  of this  Agreement,  and  shall  not be
discharged or satisfied by any prior payment thereof and/or cancellation of this
Agreement,  but  shall  remain a valid and  binding  obligation  enforceable  in
accordance with the terms and provisions hereof. The Company waives all right to
require the Secured  Parties to proceed against any other person or to apply any
Collateral which the Secured Parties may hold at any time, or to marshal assets,
or to pursue any other remedy.  The Company waives any defense arising by reason
of the  application  of the statute of  limitations  to any  obligation  secured
hereby.

      11. TERM OF  AGREEMENT.  This  Agreement and the Security  Interest  shall
terminate  on the date on which all  payments  under the Notes have been made in
full by the Company.  Upon such termination,  the Lender's Agent, at the request
and at the  expense  of the  Company,  will join in  executing  any  termination
statement with respect to any financing statement executed and filed pursuant to
this Agreement that is required to be executed by Lender's Agent.

      12. POWER OF ATTORNEY; FURTHER ASSURANCES.

            (a) The Company authorizes the Lender's Agent upon five (5) business
days prior  notice,  and does hereby  make,  constitute  and appoint it, and its
respective  officers,   agents,   successors  or  assigns  with  full  power  of
substitution,  as its true and lawful  attorney-in-fact,  with power, in its own
name or in the name of the  Company,  to,  after the  occurrence  and during the
continuance of an Event of Default, (i) endorse any debentures,  checks, drafts,
money orders, or other instruments of payment (including  payments payable under
or in respect of any policy of insurance) in respect of the Collateral  that may
come into  possession of the Secured  Parties;  (ii) to sign and endorse any UCC
financing  statement or any invoice,  freight or express  bill,  bill of lading,
storage  or   warehouse   receipts,   drafts   against   debtors,   assignments,
verifications  and notices in  connection  with  accounts,  and other  documents
relating to the Collateral;  (iii) to pay or discharge  taxes,  liens,  security
interests or other  encumbrances  at any time levied or placed on or  threatened
against the Collateral; (iv) to demand, collect, receipt for, compromise, settle
and sue for monies due in respect of the Collateral;  and (v) generally,  to do,
at the option of the Lender's Agent, and at the Company's expense,  at any time,
or from  time to time,  all acts and  things  which  the  Secured  Parties  deem
reasonably  necessary to protect,  preserve and realize upon the  Collateral and
the  Security  Interest  granted  therein  in order to effect the intent of this
Agreement, the Securities Purchase Agreement, and any of the Notes, all as fully
and  effectually  as the  Company  might or could  do;  and the  Company  hereby
ratifies all that said attorney  shall lawfully do or cause to be done by virtue
hereof.  This  power of  attorney  is  coupled  with an  interest  and  shall be
irrevocable  for the term of this Agreement and thereafter as long as any of the
Obligations shall be outstanding.

            (b)  On  a  continuing  basis,  the  Company  will  make,   execute,
acknowledge,  deliver, file and record, as the case may be, in the proper filing
and recording places in any jurisdiction,  including,  without  limitation,  the
jurisdictions  indicated on SCHEDULE B, attached hereto,  all such  instruments,
and take all such action as may reasonably be deemed necessary or advisable,  or
as reasonably  requested by the Lender's Agent, to perfect the Security Interest
granted  hereunder  and  otherwise  to carry out the intent and purposes of this
Agreement,  or for assuring and  confirming  to the Lender's  Agent the grant or
perfection of a security interest in all the Collateral.

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

      13.  NOTICES.  Any notice or other  communications  required or  permitted
hereunder shall be deemed to be sufficient if contained in a written  instrument
delivered in person or duly sent by first class certified mail, postage prepaid,
by  reputable  overnight  courier or such  other  address  as may  hereafter  be
designated in writing by the addressee to the other parties:


                                       7
<PAGE>

      If to a Secured Party, to the address set forth beneath his or its name on
      SCHEDULE A hereto, as may be amended from time to time.

      with a copy to the Lender's Agent at:

             Robert Kornstein
             15 W. 72nd Street, Apt. 15J
             New York, NY 10023
             Fax: 212-580-5811

      If to the Company, to:

             New Era Marketing, Inc.
             927 Lincoln Road, Suite 200
             Miami, Florida 33139
             Attn.: Jeffrey Binder, Chief Executive Officer
             Fax: (305) 674-1311

      with a copy to:

             Hodgson Russ LLP
             60 E. 42nd Street, 37th Floor
             New York, New York 10169
             Attn.: Jeffrey A. Rinde, Esq.
             Fax.: 212-972-1677

or, in any case, at such other address or addresses as shall have been furnished
in  writing  by such  party to the  other  parties  hereto.  All  such  notices,
requests,  consents  and  other  communications  shall be  deemed  to have  been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of mailing,  on the fifth  business day  following  the date of such
mailing and (c) in the case of overnight  courier,  on the second next  business
day.

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

      15. MISCELLANEOUS.

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

            (b) All of the rights  and  remedies  of the  Secured  Parties  with
respect to the Collateral, whether established hereby or by the Notes, or by any
other agreements, instruments or documents or by law shall be cumulative and may
be exercised  singly or concurrently  only by the Lender's  Agent.  The Lender's
Agent's  authority  to act on behalf of and in the name of the  Secured  Parties
shall  be  exclusive.   Any  actions  taken  by  the  Lender's  Agent  shall  be
conclusively deemed to have been taken on behalf of the Secured Parties.

            (c) This Agreement  constitutes the entire  agreement of the parties
with respect to the subject matter hereof and is intended to supersede all prior
negotiations, understandings and agreements with respect thereto.


                                       8
<PAGE>

Except  as  specifically  set  forth in this  Agreement,  no  provision  of this
Agreement may be modified or amended except by a written agreement  specifically
referring to this Agreement and signed by the Company and the Lender's Agent.

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

            (e) No  waiver of any  breach or  default  or any right  under  this
Agreement  shall be  considered  valid unless in writing and signed by the party
giving  such  waiver,  and no such  waiver  shall  be  deemed  a  waiver  of any
subsequent breach or default or right,  whether of the same or similar nature or
otherwise.  Any waiver  signed by the  Lender's  Agent shall be binding upon all
Secured Parties.

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

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

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

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


                                       9
<PAGE>

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       10
<PAGE>

      IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.

                                     NEW ERA MARKETING, INC.


                                     By: _______________________________________
                                         Jeffrey Binder, Chief Executive Officer


                                     LENDER'S AGENT


                                     ___________________________________________
                                     Name: Robert Kornstein

                                     Lender's  Agent on  behalf  of the  Secured
                                     Parties listed on SCHEDULE A hereto:


                                     ___________________________________________
                                     Name: Robert Kornstein


                                       11
<PAGE>

                                   SCHEDULE A

                                 SECURED PARTIES


                  --------------------------------------------
                  Names and Addresses
                  --------------------------------------------


                  --------------------------------------------


                  --------------------------------------------


                  --------------------------------------------


                  --------------------------------------------


                  --------------------------------------------


                  --------------------------------------------


                                       12
<PAGE>

                                   SCHEDULE B

                      PLACES OF BUSINESS AND JURISDICTIONS


                                       13
<PAGE>

                                   SCHEDULE C

                                 PERMITTED LIENS

                                      None


                                       14