COLLATERAL AGENT AGREEMENT

     COLLATERAL  AGENT  AGREEMENT (this  "Agreement")  dated as of May ___, 2006
among Greg Dureault (the "Collateral Agent"), the parties identified on Schedule
A hereto (each, individually,  a "Lender" and collectively,  the "Lenders"), who
hold or have  subscribed for the Promissory  Notes in the principal  amounts set
forth on Schedule A hereto (collectively, the "Notes") issued or to be issued by
New World  Entertainment  Corp., a Nevada  corporation (the "Company").  Certain
capitalized  terms  used  herein,  unless  otherwise  defined,  shall  have  the
definitions  given to them in the Loan  Agreement,  entered  into on May 3, 2006
among the Company and the Lenders.

     WHEREAS,  the  Lenders  are  making  loans to the  Company to be secured by
certain collateral; and

     WHEREAS, it is desirable to provide for the orderly  administration of such
collateral  by requiring  the Lender to appoint the  Collateral  Agent,  and the
Collateral Agent has agreed to accept such appointment and to receive,  hold and
deliver  such  collateral,  all upon the terms  and  subject  to the  conditions
hereinafter set forth; and

     WHEREAS,  it is desirable to allocate the  enforcement of certain rights of
the Lenders under the Notes for the orderly administration thereof.

     NOW,  THEREFORE,  in consideration of the premises set forth herein and for
other good and valuable consideration, the parties hereto agree as follows:

     1. Collateral.

        (a) Contemporaneously  with the execution and delivery of this Agreement
by the Collateral  Agent and the Lenders,  the Collateral Agent has or will have
entered into a Security  Agreement  between the Collateral  Agent,  the Company,
________________________,              _________________________             and
____________________________,  who are shareholders of the Company (collectively
the  "Shareholders")  (the  "Security  Agreement"),  regarding  the  grant  of a
security  interest in certain assets owned by the Shareholders  (such assets are
referred to herein as the "Collateral") to the Collateral Agent, for the benefit
of the Lenders.

        (b)  Contemporaneously  with the  execution of the Loan  Agreement,  the
Company is issuing the Notes to the Lenders.

        (b) For purposes solely of perfection of the security  interests granted
to the  Collateral  Agent,  as agent on  behalf of the  Lenders,  and on its own
behalf under the Security  Agreement,  the Collateral Agent hereby  acknowledges
that any Collateral held by the Collateral  Agent is held for the benefit of the
Lenders  in  accordance  with this  Agreement  and the  Security  Agreement.  No
reference to the Security Agreement or any other instrument or document shall be
deemed to incorporate any term or provision  thereof into this Agreement  unless
expressly so provided.

        (c) The Collateral Agent is to distribute any proceeds received from the
Collateral which are distributable to the Lenders solely to the Lenders.

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<PAGE>

     2. Appointment of the Collateral Agent.

     The Lenders hereby appoint the Collateral  Agent (and the Collateral  Agent
hereby  accepts  such  appointment)  to  take  any  action  including,   without
limitation,  the  registration  of any  Collateral in the name of the Collateral
Agent or its nominees prior to or during the  continuance of an Event of Default
(as defined in the Security  Agreement),  the exercise of voting rights upon the
occurrence and during the continuance of an Event of Default, the application of
any cash  collateral  received  by the  Collateral  Agent to the  payment of the
Obligations (as defined in the Security Agreement), the exercise of any remedies
given  to the  Collateral  Agent  pursuant  to the  Security  Agreement  and the
exercise of any authority pursuant to the appointment of the Collateral Agent as
an attorney-in-fact pursuant to the Security Agreement that the Collateral Agent
deems necessary or proper for the  administration of the Collateral  pursuant to
the Security  Agreement.  Upon  disposition of the Collateral in accordance with
the Security Agreement,  the Collateral Agent shall promptly distribute any cash
or Collateral in accordance with Section 10.4 of the Security Agreement.

     3. Action by the Majority in Interest.

        (a) Certain Actions.  Each of the Lenders covenants and agrees that only
a  Majority  in  Interest  shall  have the  right,  but not the  obligation,  to
undertake the following actions (it being expressly  understood that less than a
Majority in Interest hereby  expressly waive the following  rights that they may
otherwise  have under the Notes,  but only insofar as such waiver  affects their
right to receive proceeds from the Collateral):

          (i) Acceleration.  If an Event of Default occurs, after the applicable
cure period,  if any, a Majority in Interest  may, on behalf of all the Lenders,
instruct  the  Collateral  Agent to provide to The Company or any one or more of
the Shareholders notice to cure such default and/or declare the unpaid principal
amount of the Notes to be due and  payable,  together  with any and all  accrued
interest thereon and all costs payable pursuant to such Notes;

          (ii)  Enforcement.  Upon the  occurrence of any Event of Default after
the  applicable  cure  period,  if any, a Majority in Interest  may instruct the
Collateral Agent to proceed to protect,  exercise and enforce,  on behalf of all
the Lenders,  their rights and remedies  under the Notes against The Company and
the  Shareholders,  and such other rights and remedies as are provided by law or
equity; and

          (iii) Waiver of Past Defaults. A Majority in Interest may instruct the
Collateral  Agent to waive any Event of Default by written notice to The Company
and the Shareholders, and the other Lenders.

          (iv)  Amendment.  A Majority in Interest may  instruct the  Collateral
Agent to waive,  amend,  supplement  or  modify  any  term,  condition  or other
provision in the Notes or Security Agreement in accordance with the terms of the
Notes or Security  Agreement so long as such waiver,  amendment,  supplement  or
modification  is made with  respect  to all of the Notes and with the same force
and effect with respect to each of the Notes.

          (v) A Majority in Interest  may consent to the release  from  Security
Interest of the Collateral.

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<PAGE>

        (b)  Permitted  Subordination.  A Majority in Interest  may instruct the
Collateral  Agent to agree to  subordinate  any  Collateral to any claim and may
enter into any  agreement  with the Company and  Shareholders  to evidence  such
subordination;  provided,  however,  that subsequent to any such  subordination,
each Note shall remain pari passu with the other Notes held among the Lenders.

        (c) Further Actions.  A Majority in Interest may instruct the Collateral
Agent to take any action that it may take under this  Agreement  by  instructing
the  Collateral  Agent in  writing  to take  such  action  on  behalf of all the
Lenders.

        (d)  Majority  in  Interest.  For  so  long  as any  obligations  remain
outstanding  on the Notes,  Majority in Interest shall mean Lenders who hold not
less than  seventy-five  percent  (75%) of the  Obligations  outstanding  on the
Notes.

         4. Power of Attorney.

        (a) To effectuate  the terms and provisions  hereof,  the Lenders hereby
appoint the Collateral Agent as their attorney-in-fact (and the Collateral Agent
hereby accepts such  appointment) for the purpose of carrying out the provisions
of this Agreement including, without limitation, taking any action on behalf of,
or at the instruction  of, the Majority in Interest at the written  direction of
the Majority in Interest and executing any consent  authorized  pursuant to this
Agreement and taking any action and executing any instrument that the Collateral
Agent may deem  necessary or advisable  (and lawful) to accomplish  the purposes
hereof.

        (b) All acts done under the foregoing  authorization are hereby ratified
and approved and neither the Collateral Agent nor any designee nor agent thereof
shall be  liable  for any  acts of  commission  or  omission,  for any  error of
judgment,  for any mistake of fact or law except for acts of gross negligence or
willful misconduct.

        (c)  This  power  of  attorney,  being  coupled  with  an  interest,  is
irrevocable while this Agreement remains in effect.

     5.  Expenses of the  Collateral  Agent.  The Lenders  shall pay any and all
costs and expenses  incurred by the  Collateral  Agent,  all waivers,  releases,
discharges,  satisfactions,  modifications and amendments of this Agreement, the
administration  and  holding  of the  Collateral,  insurance  expenses,  and the
enforcement, protection and adjudication of the parties' rights hereunder by the
Collateral Agent, including,  without limitation,  the reasonable disbursements,
expenses and fees of the attorneys the Collateral Agent may retain, if any, each
of the foregoing in proportion to their holdings of the Notes.

     6.  Reliance  on  Documents  and  Experts.  The  Collateral  Agent shall be
entitled to rely upon any notice, consent,  certificate,  affidavit,  statement,
paper,  document,  writing or  communication  (which may be by telegram,  cable,
telex, telecopier,  or telephone) reasonably believed by it to be genuine and to
have  been  signed,  sent or made by the  proper  person  or  persons,  and upon
opinions and advice of its own legal counsel, independent public accountants and
other experts selected by the Collateral Agent.

     7. Duties of the Collateral Agent; Standard of Care.

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<PAGE>

        (a) The Collateral  Agent's only duties are those expressly set forth in
this Agreement,  and the Collateral  Agent hereby is authorized to perform those
duties in accordance  with  commercially  reasonable  practices.  The Collateral
Agent may exercise or otherwise enforce any of its rights,  powers,  privileges,
remedies and interests under this Agreement and applicable law or perform any of
its  duties  under  this  Agreement  by  or  through  its  officers,  employees,
attorneys, or agents.

        (b) The Collateral Agent shall act in good faith and with that degree of
care  that an  ordinarily  prudent  person  in a like  position  would use under
similar circumstances.

        (c) Any  funds  held  by the  Collateral  Agent  hereunder  need  not be
segregated from other funds except to the extent required by law. The Collateral
Agent  shall be under no  liability  for  interest  on any funds  received by it
hereunder.

     8.  Resignation.  The Collateral  Agent may resign and be discharged of its
duties hereunder at any time by giving written notice of such resignation to the
other  parties  hereto,  stating the date such  resignation  is to take  effect.
Within 15 days of the giving of such notice, a successor  collateral agent shall
be appointed by the Majority in Interest; provided, however, that if the Lenders
are unable so to agree upon a successor  within such time period,  the successor
collateral agent may be a person designated by the Collateral Agent, and any and
all fees of such  successor  collateral  agent  shall be the joint  and  several
obligation of the Lenders.  The  Collateral  Agent shall continue to serve until
the  effective  date of the  resignation  or until  its  successor  accepts  the
appointment and receives the Collateral  held by the Collateral  Agent but shall
not be obligated to take any action hereunder.  The Collateral Agent may deposit
any  Collateral  with the  Supreme  Court of the  State of New York for New York
County or any such other court in New York State that accepts such Collateral.

     9. Exculpation. The Collateral Agent and its officers, employees, attorneys
and agents, shall not incur any liability whatsoever for the holding or delivery
of documents or the taking of any other action in accordance  with the terms and
provisions  of this  Agreement,  for any  mistake  or  error  in  judgment,  for
compliance with any applicable law or any  attachment,  order or other directive
of any  court  or  other  authority  (irrespective  of any  conflicting  term or
provision  of this  Agreement),  or for any act or omission of any other  person
engaged  by the  Collateral  Agent in  connection  with this  Agreement,  unless
occasioned  by  the  exculpated   person's  own  gross   negligence  or  willful
misconduct;  and each party hereto  hereby waives any and all claims and actions
whatsoever against the Collateral Agent and its officers,  employees,  attorneys
and agents,  arising out of or related  directly or  indirectly to any or all of
the foregoing acts, omissions and circumstances.

     10. Indemnification.  The Lenders hereby agrees to indemnify, reimburse and
hold  harmless the  Collateral  Agent and its  directors,  officers,  employees,
attorneys  and  agents,  jointly  and  severally,  from and  against any and all
claims, liabilities,  losses and expenses that may be imposed upon, incurred by,
or  asserted  against  any of  them,  arising  out  of or  related  directly  or
indirectly to this Agreement or the Collateral, except such as are occasioned by
the indemnified person's own gross negligence or willful misconduct.

     11. Miscellaneous.

        (a) Rights and  Remedies  Not Waived.  No act,  omission or delay by the
Collateral Agent shall constitute a waiver of the Collateral  Agent's rights and
remedies  hereunder or otherwise.  No single or partial waiver by the Collateral
Agent of any default hereunder or right or remedy that it may have shall operate
as a waiver of any other default,  right or remedy or of the same default, right
or remedy on a future occasion.

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<PAGE>

        (b) Governing Law. This Agreement shall be governed by, and construed in
accordance  with, the laws of the State of New York without regard to principles
of conflicts or choice of law (or any other law that would make any  substantive
laws of any state other than the State of New York applicable hereto).

        (c) Waiver of Jury Trial and Setoff; Consent to Jurisdiction; Etc.

          (i) In any  litigation  in any court with  respect  to, in  connection
with, or arising out of this Agreement or any  instrument or document  delivered
pursuant  to  this  Agreement,  or  the  validity,  protection,  interpretation,
collection  or  enforcement  hereof or  thereof,  or any other  claim or dispute
howsoever  arising,  between the Collateral Agent and the Lenders or any Lender,
then each  Lender,  to the  fullest  extent it may legally do so, (i) waives the
right to  interpose  any setoff,  recoupment,  counterclaim  or  cross-claim  in
connection with any such litigation,  irrespective of the nature of such setoff,
recoupment,   counterclaim  or  cross-claim,  unless  such  setoff,  recoupment,
counterclaim  or cross-claim  could not, by reason of any applicable  federal or
state  procedural  laws, be interposed,  pleaded or alleged in any other action;
and (ii) WAIVES TRIAL BY JURY IN  CONNECTION  WITH ANY SUCH  LITIGATION  AND ANY
RIGHT IT MAY  HAVE TO CLAIM OR  RECOVER  IN ANY  SUCH  LITIGATION  ANY  SPECIAL,
EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION TO,  ACTUAL  DAMAGES.  EACH LENDER  AGREES THAT THIS SECTION 11(c) IS A
SPECIFIC  AND  MATERIAL  ASPECT  OF THIS  AGREEMENT  AND  ACKNOWLEDGES  THAT THE
COLLATERAL  AGENT WOULD NOT ENTER THIS  AGREEMENT IF THIS SECTION 11(c) WERE NOT
PART OF THIS AGREEMENT.

          (ii) Each Lender irrevocably consents to the exclusive jurisdiction of
any State or Federal Court located  within the County of New York,  State of New
York, in connection with any action or proceeding  arising out of or relating to
this  Agreement  or any  document  or  instrument  delivered  pursuant  to  this
Agreement or  otherwise.  In any such  litigation,  each Lender  waives,  to the
fullest  extent it may  effectively  do so,  personal  service  of any  summons,
complaint  or other  process and agree that the  service  thereof may be made by
certified or  registered  mail directed to such Lender at its address for notice
determined in accordance  with Section 11(e) hereof.  Each Lender hereby waives,
to the  fullest  extent it may  effectively  do so,  the  defenses  of forum non
conveniens and improper venue.

        (d) Admissibility of this Agreement. Each of the Lenders agrees that any
copy of this Agreement  signed by it and  transmitted by telecopier for delivery
to the Collateral  Agent shall be admissible in evidence as the original  itself
in any judicial or administrative proceeding,  whether or not the original is in
existence.

        (e) Address for  Notices.  Any notice or other  communication  under the
provisions of this Agreement  shall be given in writing and delivered in person,
by  reputable  overnight  courier or  delivery  service,  by  facsimile  machine
(receipt  confirmed)  with a copy  sent  by  first  class  mail  on the  date of
transmissions,  or by registered or certified  mail,  return receipt  requested,
directed to its addresses set forth below (or to any new address of which either
party hereto shall have informed the other by the giving of notice in the manner
provided herein):

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<PAGE>


                  In the case of the Collateral Agent, to it at:

                  Greg Dureault
                  ____________________________
                  ____________________________
                  ____________________________
                  Telephone:
                  Fax:

                  In the case of the Lenders, to:
                  the addresses and telecopier numbers
                  set forth on Schedule A hereto.


                  In the case of the Company, to:

                  New World Entertainment Corp.
                  7251 West Lake Mead Boulevard, Suite 300
                  Las Vegas, NV 89128
                  Fax: (____) ___________________

                  With a copy to:

                  Sichenzia Ross Friedman Ference LLP
                  1065 Avenue of The Americas, 21st Floor
                  New York, NY 10018
                  Attn: Richard Friedman, Esq.
                  Fax: (212) 930-9725

        (f) Amendments and Modification;  Additional Lender. No provision hereof
shall be  modified,  altered,  waived or limited  except by  written  instrument
expressly referring to this Agreement and to such provision, and executed by the
parties  hereto.  Any  transferee  of a Note who  acquires a Note after the date
hereof may become a party  hereto by signing the  signature  page and sending an
executed copy of this Agreement to the Collateral Agent.

        (g)  Fee.  Upon the  occurrence  of an Event  of  Default,  the  Lenders
collectively  shall pay the Collateral  Agent the sum of $5,000 to apply against
an hourly  fee of $350 to be paid to the  Collateral  Agent by the  Lenders  for
services rendered pursuant to this Agreement. All payments due to the Collateral
Agent under this Agreement  including  reimbursements  must be paid when billed.
The Collateral  Agent may refuse to act on behalf of or make a  distribution  to
any Lender who is not  current in  payments to the  Collateral  Agent.  Payments
required  pursuant  to this  Agreement  shall  be  pari  passu  to the  Lenders'
interests in the Notes. The Collateral Agent is hereby  authorized to deduct any
sums  due  the  Collateral  Agent  from  Collateral  in the  Collateral  Agent's
possession.

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<PAGE>

        (h)  Counterparts.  This Agreement may be executed by the parties hereto
individually  or in  any  combination,  in  one  or  more  counterparts,  and by
facsimile signature and transmission, each of which shall be an original and all
of which shall together constitute one and the same agreement.

        (i) Successors and Assigns. Whenever in this Agreement reference is made
to any party, such reference shall be deemed to include the successors, assigns,
heirs and legal  representatives of such party. No party hereto may transfer any
rights under this  Agreement,  unless the transferee  agrees to be bound by, and
comply with all of the terms and provisions of this Agreement, as if an original
signatory hereto on the date hereof.

        (j) Captions: Certain Definitions.  The captions of the various sections
and  paragraphs  of this  Agreement  have been inserted only for the purposes of
convenience;  such  captions are not a part of this  Agreement  and shall not be
deemed  in any  manner  to  modify,  explain,  enlarge  or  restrict  any of the
provisions of this Agreement.  As used in this Agreement the term "person" shall
mean and include an individual, a partnership, a joint venture, a corporation, a
limited  liability  company,  a  trust,  an  unincorporated  organization  and a
government or any department or agency thereof.

        (k)  Severability.  In the  event  that  any term or  provision  of this
Agreement  shall be finally  determined to be  superseded,  invalid,  illegal or
otherwise  unenforceable  pursuant  to  applicable  law by an  authority  having
jurisdiction and venue, that determination  shall not impair or otherwise affect
the validity,  legality or enforceability (i) by or before that authority of the
remaining terms and provisions of this Agreement,  which shall be enforced as if
the unenforceable term or provision were deleted, or (ii) by or before any other
authority of any of the terms and provisions of this Agreement.

        (l) Entire  Agreement.  This Agreement  contains the entire agreement of
the parties and supersedes  all other  agreements  and  understandings,  oral or
written, with respect to the matters contained herein.

        (m) Schedules.  The  Collateral  Agent is authorized to annex hereto any
schedules referred to herein.


                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK.]


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     IN WITNESS  WHEREOF,  the parties hereto have caused this Collateral  Agent
Agreement  to be  signed,  by  their  respective  duly  authorized  officers  or
directly, as of the date first written above.

Global Developments Inc. - Lender


By: _________________________________
Name: John Briner
Title:  Director

555 Holdings LLC - Lender


By: _________________________________
Name: John Briner
Title:  _________________

Collateral Agent


_____________________________________
Greg Dureault

Acknowledged:

New World Entertainment Corp.


By:__________________________________
   Name: Michelle Dobson
   Title:  President and Director


_____________________________________
[Name of Shareholder] - Shareholder


_____________________________________
[Name of Shareholder] - Shareholder


_____________________________________
[Name of Shareholder] - Shareholder

This  Collateral  Agent  Agreement  may be signed  by  facsimile  signature  and
delivered by confirmed facsimile transmission.


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<PAGE>




                    SCHEDULE A TO COLLATERAL AGENT AGREEMENT


---------------------------------- ------------------------------------------
LENDER                             PRINCIPAL AMOUNT OF THE PROMISSORY NOTE
---------------------------------- ------------------------------------------
Global Developments Inc.           $2,000,000.00
c/o 510-999 W. Hastings St.
Vancouver, BC V6C 2W2
Fax: (604) 685-7551
---------------------------------- ------------------------------------------
555 Holdings LLC                   $1,250,000.00
c/o 510-999 W. Hastings St.
Vancouver, BC V6C 2W2
Attn: John Briner
Fax: (604) 685-7551
---------------------------------- ------------------------------------------
TOTAL:                             $3,250,000.00
---------------------------------- ------------------------------------------