Exhibit 4.5


    Exhibit
      4.5

     

    
 

    
      
        
        

      

      
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    Exhibit
      4.5

    


    Security
      Agreement by and among the Company and the Investors 

    


    SECURITY
      AGREEMENT

     

    SECURITY
      AGREEMENT (this “Agreement”),
      dated
      as of December 27, 2006, by and among Camelot Entertainment Group, Inc., a
      Delaware Corporation (“Company”),
      and
      the secured parties signatory hereto and their respective endorsees, transferees
      and assigns (collectively, the “Secured
      Party”).
      

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement, dated the date hereof, between
      Company and the Secured Party (the “Purchase
      Agreement”),
      Company has agreed to issue to the Secured Party and the Secured Party has
      agreed to purchase from Company certain of Company’s 8% Callable Secured
      Convertible Notes, due three years from the date of issue (the “Notes”),
      which
      are convertible into shares of Company’s Common Stock, par value $.001 per share
      (the “Common
      Stock”).
      In
      connection therewith, Company shall issue the Secured Party certain Common
      Stock
      purchase warrants (the “Warrants”);
      and

     

    WHEREAS,
      in order to induce the Secured Party to purchase the Notes, Company has agreed
      to execute and deliver to the Secured Party this Agreement for the benefit
      of
      the Secured Party and to grant to it a first priority security interest in
      certain property of Company to secure the prompt payment, performance and
      discharge in full of all of Company’s obligations under the Notes and exercise
      and discharge in full of Company’s obligations under the Warrants.

     

    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:

     

    
      	19.  	
              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 Party is granted a security interest by
      this
      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:

     

    1.  All
      Goods
      of the Company, including, without limitations, 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

     

    2.  All
      Inventory of the Company; and

     

    3.  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

     

    
      
        
        

      

      
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    4.  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

     

    5.  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)-(iv) above;
      and

     

    (vi) Notwithstanding
      the above, the Company is not granting a security interest in its two wholly
      owned subsidiaries, Camelot Film Group, Inc. and Camelot Studio Group, Inc.
      which shall not be considered Collateral under this Agreement.

     

    B.  “Company”
shall
      mean, collectively, Company and all of the subsidiaries of Company excluding
      Camelot Film Group, Inc. and Camelot Studio Group, Inc., a list of which is
      contained in Schedule
      A,
      attached hereto.

     

    C.  “Obligations”
means
      all of the Company’s obligations under this Agreement and the Notes, 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
      Party 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 New
      York.

     

    
      	20.  	
              Grant
                of Security Interest.
                As an inducement for the Secured Party 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, the Company hereby,
                unconditionally and irrevocably, pledges, grants and hypothecates
                to the
                Secured Party, a continuing security interest in, a continuing first
                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”).

            


    

     

    
      	21.  	
              Representations,
                Warranties, Covenants and Agreements of the Company.
                The Company represents and warrants to, and covenants and agrees
                with, the
                Secured Party 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 therein 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) or places where
      Collateral is stored or located, except as set forth on Schedule
      A
      attached
      hereto;

     

    
      
        
        

      

      
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    C.  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 set forth on Schedule
      C.
      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 Party pursuant to this Agreement) covering or affecting
      any
      of the Collateral, except as set forth on Schedule
      C.
      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 Party pursuant to the terms of this
      Agreement), except as set forth on Schedule
      C.

     

    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 its Collateral at the
      locations set forth on Schedule
      A
      attached
      hereto and may not relocate such books of account and records or tangible
      Collateral unless it delivers to the Secured Party 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 Party valid, perfected and continuing first
      priority liens in the Collateral. 

     

    F.  This
      Agreement creates in favor of the Secured Party a valid 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 Party of its rights and remedies
      hereunder. 

     

    G.  On
      the
      date of execution of this Agreement, the Company will deliver to the Secured
      Party one or more executed UCC financing statements on Form-1 with respect
      to
      the Security Interest for filing with the jurisdictions indicated on
Schedule
      B,
      attached hereto and in such other jurisdictions as may be requested by the
      Secured Party.

     

    H.  Except
      as
      set forth on Schedule
      C,
      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 which the Company is bound. No consent (including,
      without limitation, from stock holders 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 first priority liens and security interests
      in
      the Collateral in favor of the Secured Party until this Agreement and the
      Security Interest hereunder shall terminate 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 Secured Party.
      At
      the request of the Secured Party, the Company will sign and deliver to the
      Secured Party 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 Secured Party and will pay the cost of filing the same
      in
      all public offices wherever filing is, or is deemed by the Secured Party 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 Party 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. 

     

    
      
        
        

      

      
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    J.  The
      Company will not transfer, pledge, hypothecate, encumber, license (except for
      non-exclusive licenses granted and sales made by the Company in the ordinary
      course of business), sell or otherwise dispose of any of the Collateral without
      the prior written consent of the Secured Party.

     

    K.  The
      Company shall keep and preserve its Equipment, Inventory and other tangible
      Collateral in good condition, 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
      Secured Party 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 Party’s security
      interest therein.

     

    M.  The
      Company shall promptly execute and deliver to the Secured Party such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Party may from time to time request and may in its sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral including, without limitation, the execution and delivery
      of a
      separate security agreement with respect to the Company’s intellectual property
      (“Intellectual
      Property Security Agreement”)
      in
      which the Secured Party has been granted a security interest hereunder,
      substantially in a form acceptable to the Secured Party, which Intellectual
      Property Security Agreement, other than as stated therein, shall be subject
      to
      all of the terms and conditions hereof.

     

    N.  The
      Company shall permit the Secured Party 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 Party 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 Secured Party 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 Party hereunder.

     

    Q.  All
      information heretofore, herein or hereafter supplied to the Secured Party 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.

     

    R.  Schedule
      A
      attached
      hereto contains a list of all of the subsidiaries of Company.

     

    
      	22.  	
              Defaults.
                The following events shall be “Events
                of Default”:

            


    

     

    A.  The
      occurrence of an Event of Default (as defined in the Notes) under the
      Notes;

     

    B.  Any
      representation or warranty of the Company in this Agreement or in the
      Intellectual Property Security Agreement shall prove to have been incorrect
      in
      any material respect when made; 

     

    C.  The
      failure by the Company to observe or perform any of its obligations hereunder
      or
      in the Intellectual Property Security Agreement for ten (10) days after receipt
      by the Company of notice of such failure from the Secured Party;
      and

     

    D.  Any
      breach of, or default under, the Warrants.

     

    
      
        
        

      

      
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      	23.  	
              Duty
                To Hold In Trust.
                Upon the occurrence of any Event of Default and a failure to cure
                such
                default in a timely manner 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, note, trade acceptance or other instrument evidencing
                an
                obligation to pay any such sum, hold the same in trust for the Secured
                Party and shall forthwith endorse and transfer any such sums or
                instruments, or both, to the Secured Party for application to the
                satisfaction of the Obligations.

            


    

     

    
      	24.  	
              Rights
                and Remedies Upon Default.
                Upon occurrence of any Event of Default and a failure to cure such
                default
                in a timely manner and at any time thereafter, the Secured Party
                shall
                have the right to exercise all of the remedies conferred hereunder
                and
                under the Notes, and the Secured Party 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 Secured Party
                shall
                have the following rights and
                powers:

            


    

     

    A.  The
      Secured Party 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
      Secured Party at places which the Secured Party shall reasonably select, whether
      at the Company’s premises or elsewhere, and make available to the Secured Party,
      without rent, all of the Company’s respective premises and facilities for the
      purpose of the Secured Party taking possession of, removing or putting the
      Collateral in saleable or disposable form.

     

    B.  The
      Secured Party 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 Party 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 Secured Party 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.

     

    
      	25.  	
              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 Secured Party 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 Party shall 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 Party is
                legally
                entitled, the Company will be liable for the deficiency, together
                with
                interest thereon, at the rate of 15% per annum (the “Default
                Rate”),
                and the reasonable fees of any attorneys employed by the Secured
                Party to
                collect such deficiency. To the extent permitted by applicable law,
                the
                Company waives all claims, damages and demands against the Secured
                Party
                arising out of the repossession, removal, retention or sale of the
                Collateral, unless due to the gross negligence or willful misconduct
                of
                the Secured Party.

            


    

     

    
      	26.  	
              Costs
                and Expenses.The
                Company agrees to pay all 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 Secured Party. The Company
                shall
                also pay all other claims and charges which in the reasonable opinion
                of
                the Secured Party might prejudice, imperil or otherwise affect the
                Collateral or the Security Interest therein. The Company will also,
                upon
                demand, pay to the Secured Party 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 Secured Party 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 Party
                under
                the Notes. Until so paid, any fees payable hereunder shall be added
                to the
                principal amount of the Notes and shall bear interest at the Default
                Rate.

            


    

     

    
      
        
        

      

      
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      	27.  	
              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
                Notes and the Warrants 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. 

            


    

     

    
      	28.  	
              Security
                Interest Absolute.
                All rights of the Secured Party 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 Notes,
                the
                Warrants or any agreement entered into in connection with the foregoing,
                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 Notes, the
                Warrants
                or any other agreement entered into in connection with the foregoing;
                (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 Party to obtain, adjust, settle and cancel
                in its
                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 Party 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
                Party hereunder shall be deemed by final order of a court of competent
                jurisdiction to have been a voidable 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 Party,
                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 Party to proceed against any other person or to apply
                any
                Collateral which the Secured Party 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.

            


    

     

    
      	29.  	
              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 or at such
                time
                as the Secured Party fully converts the Notes and all other Obligations
                have been paid or discharged. Upon such termination, the Secured
                Party, 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. 

            


    

     

    
      	30.  	
              Power
                of Attorney; Further Assurances.

            


    

     

    A.  The
      Company authorizes the Secured Party, and does hereby make, constitute and
      appoint it, and its respective officers, agents, successors or assigns with
      full
      power of substitution, as the Company’s 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 that is has not been cured
      in
      a timely manner, (i) endorse
      any notes, 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 Party;
      (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 Secured Party, and at the Company’s expense, at any
      time, or from time to time, all acts and things which the Secured Party deems
      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
      Notes and the Warrants, 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.

     

    
      
        
        

      

      
        Page
          - 7

        
          

        

      

      
        
        

      

    

    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
      Secured Party, 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 Secured Party the grant or perfection of a security interest
      in all the Collateral.

     

    C.  Following
      an Event of Default that has not been cured in a timely manner, the Company
      hereby irrevocably appoints the Secured Party 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 in the Secured Party’s discretion, to take any action
      and to execute any instrument which the Secured Party may deem necessary or
      advisable to accomplish the purposes of this Agreement, including the filing,
      in
      its 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.

     

    
      	31.  	
              Notices.
                All notices, requests, demands and other communications hereunder
                shall be
                in writing, with copies to all the other parties hereto, and shall
                be
                deemed to have been duly given when (i) if
                delivered by hand, upon receipt, (ii) if
                sent by facsimile, upon receipt of proof of sending thereof, (iii) if
                sent by nationally recognized overnight delivery service (receipt
                requested), the next business day or (iv) if
                mailed by first-class registered or certified mail, return receipt
                requested, postage prepaid, four days after posting in the U.S. mails,
                in
                each case if delivered to the following
                addresses:

            


    

     

    If
      to the
      Company:                             
Camelot
      Entertainment Group, Inc.

    2020
      Main
      Street, #990

    Irvine,
      California 92614

    Attention:
      Chief Executive Officer

    Telephone:
      (949) 777-1090

    Facsimile:
      (949) 777-1091

    


    With
      a
      copy
      to:                                   
Anslow
      & Jaclin, LLP

    195
      Route
      9, Suite 204

    Manalapan,
      NJ 07726

    Attention:
      Richard I. Anslow, Esq. 

    Telephone:
      (732) 409-1212

    Facsimile:
      (732) 577-1188

     

    


     

    
      	 	
              If
                to the Secured Party:

            	
              AJW
                Partners, LLC

            


    

     

    AJW
      Offshore, Ltd.

     

    AJW
      Qualified Partners, LLC

     

    New
      Millennium Capital Partners II, LLC

     

    1044
      Northern Boulevard

     

    Suite
      302

     

    Roslyn,
      New York 11576

     

    Attention:
      Corey Ribotsky

     

    Facsimile:
      516-739-7115

     

    
      
        
        

      

      
        Page
          - 8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              With
                a copy to:

            	
              Ballard
                Spahr Andrews & Ingersoll, LLP

            


    

     

    1735
      Market Street, 51st
      Floor

     

    Philadelphia,
      Pennsylvania 19103

     

    Attention:
      Gerald J. Guarcini, Esq. 

     

    Facsimile:
      215-864-8999

     

    
      	32.  	
              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 Party shall have the right, in its 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.

            


    

     

    
      	33.  	
              Miscellaneous.

            


    

     

    A.  No
      course
      of dealing between the Company and the Secured Party, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Party, 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 Party 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.

     

    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. 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 parties hereto.

     

    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.

     

    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
      Manhattan 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.

     

    
      
        
        

      

      
        Page
          - 9

        
          

        

      

      
        
        

      

    

    I.  EACH
      PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL 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. 

     

    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.

     

    


     

    


     

    


     

    


     

    


     

    


     

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      OF PAGE INTENTIONALLY LEFT BLANK]

    


     

    
      
        
        

      

      
        Page
          - 10

        
          

        

      

      
        
        

      

    


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

     

     

    CAMELOT
      ENTERTAINMENT GROUP, INC.

     

    By:
      _____________________________________

    Robert
      P.
      Atwell

     

    Chief
      Executive Officer 

     

    


     

    AJW
      PARTNERS, LLC

     

    By:
      SMS
      Group, LLC

     

    By:
      _____________________________________

     

    Corey
      S.
      Ribotsky

     

    Manager

     

    


     

    AJW
      OFFSHORE, LTD.

     

    By:
      First
      Street Manager II, LLC

     

    By:
      _____________________________________

     

    Corey
      S.
      Ribotsky

     

    Manager

     

    


     

    AJW
      QUALIFIED PARTNERS, LLC

    By:
      AJW
      Manager, LLC

    


    


    By:
      _____________________________________

     

    Corey
      S.
      Ribotsky

     

    Manager

     

    


     

    NEW
      MILLENNIUM CAPITAL PARTNERS II, LLC

    By:
      First
      Street Manager II, LLC

     

    By:
      _____________________________________

     

    Corey
      S.
      Ribotsky

     

    Manager
      

     


    
      
        
        

      

      
        Page
          - 11