SECURITY AGREEMENT


1.   Identification.

     This  Security  Agreement  (the  "Agreement"),   dated  for  identification
purposes  only  May  ____,  2006,  is  entered  into by and  between  New  World
Entertainment       Corp.,      a      Nevada      corporation       ("Debtor"),
__________________________,   _____________________  and  ______________________
(referred  to  herein   individually   as  a  "Shareholder"   and   collectively
"Shareholders") and Greg Dureault, as collateral agent [acting in the manner and
to the extent  described in the Collateral  Agent Agreement  defined below] (the
"Collateral  Agent"),  for the  benefit  of the  parties  identified  as Lenders
pursuant to the Loan Agreement  entered into among the Debtor and the Lenders on
May 3, 2006 (the "Lender").

2.   Recitals.

     2.1 The Lenders have made loans to Debtor (the "Loan").

     2.2 The Loans are evidenced by the Promissory Notes described on Schedule A
hereto (the "Notes") and executed by Debtor as the "Borrower"  thereof,  for the
benefit of each individual Lender as the "Holder" thereof.

     2.3 In order to induce the Lenders to make the Loans,  and as security  for
Debtor's  performance of its obligations  under the Note and as security for the
repayment  of the Loan and any and all  other  sums due from  Debtor  to  Lender
whether  arising under the Note issued  pursuant to the Loan  Agreement  entered
into between  Debtor and the Lender  relating to the Note,  or pursuant to other
written  instruments  and  agreements  entered  into by the Debtor and a Lender,
whether before or after the date hereof, and further specifically  including all
of the  Debtor's  obligations  arising  under the  Notes and the Loan  Agreement
relating thereto  (collectively,  the "Obligations"),  the Shareholders for good
and valuable  consideration,  receipt of which is  acknowledged,  have agreed to
grant to the  Collateral  Agent,  for the  benefit  of the  Lenders,  a security
interest  in certain  property  specified  in this  Agreement,  on the terms and
conditions hereinafter set forth.

     2.4 The Lenders have appointed  Greg Dureault as Collateral  Agent pursuant
to that certain  Collateral Agent Agreement dated as of May ___, 2006, among the
Lender and the Collateral Agent.

     Defined Terms. The following defined terms which are defined in the Uniform
Commercial  Code in effect in the State of New York on the date  hereof are used
herein as so defined:  Accounts,  Chattel Paper, Documents,  Equipment,  General
Intangibles, Instruments, Inventory and Proceeds.

3.   Grant of General Security Interest in Collateral.

     3.1  As  security  for  the  Obligations,  Shareholders  hereby  grant  the
Collateral  Agent,  for the benefit of the Lenders,  a security  interest in the
Collateral.

     3.2  "Collateral"   shall  mean  all  of  the  following  property  of  the
Shareholders:
<PAGE>

     The Shareholders  hereby grant the Collateral Agent, for the benefit of the
Lenders,  a security  interest in and deposits with the  Collateral  Agent,  the
common  stock of the  Debtor as set forth on  Schedule B hereto,  together  with
notarized  stock powers and  corporate  resolutions  acceptable  to the Debtor's
transfer agent ("Security  Shares").  Such Collateral shall include,  but not be
limited to, all the  Debtor's  right,  title and interest in and to the Security
Shares,  together with the proceeds of any sale, exchange,  liquidation or other
disposition,  whether voluntary or involuntary, and including but not limited to
any securities,  instruments,  and all benefits and entitlements evidenced by or
arising out of the Security  Shares and all other  securities,  instruments  and
other  property  (whether real or personal,  tangible or  intangible)  issued or
accepted  in  substitution  for,  or in  addition  to,  the  foregoing,  and all
dividends,  interest, cash, instruments,  distributions,  income, securities and
any other  property  (whether real or personal,  tangible or  intangible) at any
time received, receivable or otherwise distributed in respect of, or in exchange
for, the  foregoing,  whether now owned or hereafter  acquired,  and any and all
improvements,  additions,  replacements,  substitutions and any and all proceeds
arising out of or derived from the  foregoing.  The  Collateral  Agent is hereby
specifically  authorized  to transfer any  Security  Shares into the name of the
Collateral  Agent  and to take  any  and  all  action  deemed  advisable  to the
Collateral  Agent to remove any  transfer  restrictions  affecting  the Security
Shares.

     3.3 The Collateral Agent is hereby specifically  authorized to transfer any
Collateral into the name of the Collateral  Agent and to take any and all action
deemed  advisable to the  Collateral  Agent to remove any transfer  restrictions
affecting the Collateral.

4.   Perfection of Security Interest.

     Shareholders  shall  execute  and  deliver to the  Collateral  Agent  UCC-1
Financing Statements ("Financing  Statements") assigning to the Collateral Agent
security  interests  in  Shareholders'  right,  title and interest in and to the
Collateral.  Debtor and  Shareholders  hereby  authorize the Collateral Agent to
file such Financing Statements at the Debtor's expense, in such filing locations
as the Collateral Agent deems appropriate.

5.   Distribution on Liquidation.

     5.1 If any sum is paid as a liquidating  distribution on or with respect to
the  Collateral,  Shareholders  shall  accept  same in trust for the Lenders and
shall deliver same to the Collateral Agent to be applied to the Obligations then
due, in accordance with the terms of the Notes.

     5.2  Prior  to any  Event  of  Default  (as  defined  herein),  Debtor  and
Shareholders shall be entitled to exercise all voting power pertaining to any of
the  Collateral,  provided such exercise is not contrary to the interests of the
Lenders and does not impair the Collateral.

6.   Further Action By Debtor and Covenants and Warrants.

     6.1 Collateral Agent at all times shall have a perfected  security interest
in the  Collateral  which  shall  be  prior to any  other  unperfected  interest
therein.  Shareholders  have  and  will  continue  to  have  full  title  to the
Collateral free from any liens, leases, encumbrances, judgments or other claims,
Collateral  Agent's  security  interest in the Collateral  constitutes  and will
continue to  constitute a first,  prior and  indefeasible  security  interest in
favor of Collateral Agent.  Shareholders  will do all acts and things,  and will
execute  and file all  instruments  (including,  but not  limited  to,  security
agreements,  financing  statements,  continuation  statements,  etc.) reasonably


                                       2
<PAGE>

requested  by the  Collateral  Agent to  establish,  maintain  and  continue the
perfected  security  interest of Collateral Agent in the Collateral,  and Debtor
will  promptly on demand,  pay all costs and  expenses of filing and  recording,
including the costs of any searches  deemed  necessary by Collateral  Agent from
time to time to establish and determine the validity and the continuing priority
of the security interest of Collateral Agent, and Debtor will also pay all other
claims and charges  that in the  opinion of  Collateral  Agent might  prejudice,
imperil or otherwise affect the Collateral or its security interest therein.

     6.2 Debtor and Shareholders will not sell, transfer, assign or pledge those
items of Collateral (or allow any such items to be sold,  transferred,  assigned
or pledged),  without the prior written  consent of Collateral  Agent.  Although
proceeds of Collateral are covered by this Security Agreement, this shall not be
construed to mean that Collateral Agent consents to any sale of the Collateral.

     6.3 Debtor and Shareholders will, at all reasonable times, allow Collateral
Agent or its  representatives  free and  complete  access  to all of  Debtor  's
records  which in any way  relate to the  Collateral,  for such  inspection  and
examination as Collateral Agent deems necessary.

     6.4 Debtor and Shareholders,  at their sole cost and expense,  will protect
and  defend  this  Security  Agreement,  all of the rights of  Collateral  Agent
hereunder,  and the  Collateral  against  the  claims  and  demands of all other
parties.

     6.5 Debtor and  Shareholders  will promptly notify  Collateral Agent of any
levy,  distraint or other  seizure by legal  process or otherwise of any part of
the Collateral,  and of any threatened or filed claims or proceedings that might
in any way  affect or impair any of the rights of  Collateral  Agent  under this
Security Agreement.


     6.6 Debtor and Shareholders, at their own expense, will obtain and maintain
in force  insurance  policies  covering  losses  or  damage  to  those  items of
Collateral which constitute  physical personal property.  The insurance policies
to be  obtained  by  Debtor  and  Shareholders  shall  be in  form  and  amounts
reasonably  acceptable to Collateral Agent.  Debtor and Shareholders  shall make
the  Collateral  Agent  a  loss  payee  thereon.   Collateral  Agent  is  hereby
irrevocably appointed Debtor's and Shareholders' attorney-in-fact to endorse any
check or draft that may be payable to Debtor or Shareholders, so that Collateral
Agent may collect the proceeds  payable for any loss under such  insurance.  The
proceeds  of such  insurance,  less any costs and  expenses  incurred or paid by
Collateral Agent in the collection  thereof,  shall be applied either toward the
cost of the  repair or  replacement  of the items  damaged or  destroyed,  or on
account of any sums secured hereby, whether or not then due or payable.

     6.7 Collateral  Agent may, at its option,  and without any obligation to do
so,  pay,  perform  and  discharge  any and all  amounts,  costs,  expenses  and
liabilities herein agreed to be paid or performed by Debtor or Shareholders, and
all amounts  expended by  Collateral  Agent in so doing shall become part of the
Obligations  secured hereby,  and shall be immediately due and payable by Debtor
and  Shareholders to Collateral Agent upon demand and shall bear interest at 18%
per annum from the dates of such expenditures until paid.

     6.8 Upon the request of  Collateral  Agent,  Debtor and  Shareholders  will
furnish within five (5) days thereafter to Collateral  Agent, or to any proposed
assignee of this Security Agreement, a written statement in form satisfactory to
Collateral Agent, duly acknowledged,  certifying the amount of the principal and
interest  then owing  under the  Obligations,  whether  any  claims,  offsets or
defenses exist against the  Obligations or against this Security  Agreement,  or
any of the terms and provisions of any other agreement of Debtor or Shareholders


                                       3
<PAGE>

securing the Obligations.  In connection with any assignment by Collateral Agent
of this  Security  Agreement,  Shareholders  hereby agree to cause the insurance
policies required hereby to be carried by Debtor and Shareholders, if any, to be
endorsed in form satisfactory to Collateral Agent or to such assignee, with loss
payable clauses in favor of such assignee,  and to cause such endorsements to be
delivered  to  Collateral  Agent  within ten (10)  calendar  days after  request
therefor by Collateral Agent.

     6.9 The Shareholders will, at their own expense,  make,  execute,  endorse,
acknowledge,  file and/or deliver to the Collateral Agent from time to time such
vouchers, invoices, schedules, confirmatory assignments,  conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other  assurances  or  instruments  and  take  further  steps  relating  to  the
Collateral and other property or rights covered by the security  interest hereby
granted, as the Collateral Agent may reasonable require.


     6.10  Shareholders  represent and warrant that they are the true and lawful
exclusive   owners  of  the  Collateral,   free  and  clear  of  any  liens  and
encumbrances.

     6.11 Shareholders  hereby agree not to divest themselves of any right under
the Collateral absent prior written approval of the Collateral Agent.

     6.12 Shareholders will cooperate and provide such certificate, resolutions,
representations,  legal opinions and all other matters necessary to facilitate a
sale of any part of the Collateral pursuant to Rule 144 under the Securities Act
of 1933.

7.   Power of Attorney.

     Debtor and  Shareholders  hereby  irrevocably  constitute  and  appoint the
Collateral  Agent as the true and lawful  attorney  of Debtor and  Shareholders,
with  full  power  of  substitution,  in the  place  and  stead  of  Debtor  and
Shareholders  and in the name of Debtor and  Shareholders  or otherwise,  at any
time or times, in the discretion of the Collateral Agent, to take any action and
to execute  any  instrument  or  document  which the  Collateral  Agent may deem
necessary or advisable to accomplish the purposes of this Agreement which Debtor
or  Shareholders  fail to take or fails to execute within five (5) business days
of the Collateral Agent's reasonable request therefor. This power of attorney is
coupled  with an  interest,  is  irrevocable  and shall not be  affected  by any
subsequent disability or incapacity of Debtor or Shareholders.

8.   Performance By The Collateral Agent.

     If Debtor or Shareholders fail to perform any material covenant, agreement,
duty  or  obligation  of  Debtor  or  Shareholders  under  this  Agreement,  the
Collateral  Agent may,  at any time or times in its  discretion,  take action to
effect performance of such obligation. All reasonable expenses of the Collateral
Agent incurred in connection with the foregoing  authorization  shall be payable
by  Debtor  and   Shareholders   as  provided  in  Paragraph  12.1  hereof.   No
discretionary  right,  remedy or power granted to the Collateral Agent under any
part of this Agreement  shall be deemed to impose any  obligation  whatsoever on
the  Collateral  Agent with respect  thereto,  such rights,  remedies and powers
being solely for the protection of the Collateral Agent.

9.   Event of Default.

     An event of default  ("Event of Default")  shall be deemed to have occurred
hereunder upon the occurrence of any event of default as defined in the Notes or


                                       4
<PAGE>

the Loan  Agreement.  Upon and after any Event of Default,  after the applicable
cure period, if any, any or all of the Obligations shall become  immediately due
and  payable  at the  option of the  Collateral  Agent,  for the  benefit of the
Lenders, and the Collateral Agent may dispose of Collateral as provided below. A
default by Debtor or Shareholders of any of their  obligations  pursuant to this
Agreement shall be deemed an Event of Default  hereunder and an event of default
as defined in the Obligations.

10.  Disposition of Collateral.

     Upon and after any Event of Default which is then continuing,

     10.1 The Collateral  Agent may exercise its rights with respect to each and
every component of the Collateral,  without regard to the existence of any other
security or source of payment for the  Obligations.  In addition to other rights
and remedies  provided for herein or otherwise  available to it, the  Collateral
Agent shall have all of the rights and remedies of a lender on default under the
Uniform Commercial Code ("Code") then in effect in the State of New York.

     10.2 If any  notice to  Shareholders  of the sale or other  disposition  of
Collateral is required by then  applicable law, five (5) days' prior notice (or,
if longer,  the shortest  period of time  permitted by then  applicable  law) to
Shareholders  of the time and place of any public sale of  Collateral  or of the
time after which any private  sale or any other  intended  disposition  is to be
made, shall constitute reasonable notification.

     10.3  The  Collateral  Agent  is  authorized,  at  any  such  sale,  if the
Collateral  Agent  deems it  advisable  to do so,  in order to  comply  with any
applicable securities laws, to restrict the prospective bidders or purchasers to
persons  who will  represent  and  agree,  among  other  things,  that  they are
purchasing the Collateral for their own account for  investment,  and not with a
view to the  distribution or resale thereof,  or otherwise to restrict such sale
in such other  manner as the  Collateral  Agent deems  advisable  to ensure such
compliance. Sales made subject to such restrictions shall be deemed to have been
made in a commercially reasonable manner.

     10.4 All cash proceeds  received by the Collateral Agent for the benefit of
the  Lenders  in  respect  of any  sale,  collection  or  other  enforcement  or
disposition  of  Collateral,  shall be applied  (after  deduction of any amounts
payable to the Collateral  Agent pursuant to Paragraph 12.1 hereof)  against the
Obligations.  Upon  payment in full of all  Obligations,  Shareholders  shall be
entitled to the return of all  Collateral,  including  cash,  which has not been
used or applied  toward the payment of Obligations or used or applied to any and
all costs or expenses of the Collateral  Agent  incurred in connection  with the
liquidation  of the  Collateral  (unless  another  person  is  legally  entitled
thereto).  Any assignment of Collateral by the Collateral  Agent to Shareholders
shall be without  representation or warranty of any nature whatsoever and wholly
without  recourse.  The Lenders may  purchase  the  Collateral  and pay for such
purchase  by  offsetting  any sums owed to Lender  by Debtor  arising  under the
Obligations or any other source.

     10.5 No exercise by the  Collateral  Agent of any right hereby given it, no
dealing by the Collateral  Agent with Debtor,  Shareholders or any other person,
and no change, impairment or suspension of any right or remedy of the Collateral
Agent shall in any way affect any of the  obligations of Debtor or  Shareholders
hereunder or any Collateral  furnished by Debtor or  Shareholders or give Debtor
or  Shareholders  any  recourse  against the  Collateral  Agent.

     11. Waiver of Automatic Stay. The Debtor and  Shareholders  acknowledge and
agree  that  should a  proceeding  under any  bankruptcy  or  insolvency  law be
commenced by or against the Debtor or Shareholders,  or if any of the Collateral
(as  defined  in the  Security  Agreement)  should  become  the  subject  of any
bankruptcy  or  insolvency  proceeding,  then the  Collateral  Agent  should  be


                                       5
<PAGE>

entitled to, among other  relief to which the  Collateral  Agent may be entitled
under the Note, Security  Agreement,  the Loan Agreement and any other agreement
to which the Debtor,  Shareholders,  Lenders or  Collateral  Agent are  parties,
(collectively  "Loan Documents")  and/or applicable law, an order from the court
granting immediate relief from the automatic stay pursuant to 11 U.S.C.  Section
362 to permit the  Collateral  Agent to exercise  all of its rights and remedies
pursuant  to  the  Loan  Documents   and/or   applicable  law.  THE  DEBTOR  AND
SHAREHOLDERS  EXPRESSLY  WAIVE THE BENEFIT OF THE  AUTOMATIC  STAY IMPOSED BY 11
U.S.C.  SECTION  362.  FURTHERMORE,   THE  DEBTOR  AND  SHAREHOLDERS   EXPRESSLY
ACKNOWLEDGE  AND AGREE THAT NEITHER 11 U.S.C.  SECTION 362 NOR ANY OTHER SECTION
OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING,  WITHOUT LIMITATION,
11 U.S.C. SECTION 105) SHALL STAY,  INTERDICT,  CONDITION,  REDUCE OR INHIBIT IN
ANY WAY THE  ABILITY OF THE  COLLATERAL  AGENT TO ENFORCE  ANY OF ITS RIGHTS AND
REMEDIES  UNDER  THE LOAN  DOCUMENTS  AND/OR  APPLICABLE  LAW.  The  Debtor  and
Shareholders  hereby  consent to any  motion  for relief  from stay which may be
filed  by the  Collateral  Agent  in any  bankruptcy  or  insolvency  proceeding
initiated by or against the Debtor and Shareholders,  further, agree not to file
any opposition to any motion for relief from stay filed by the Collateral Agent.
The Debtor and Shareholders represent, acknowledge and agree that this provision
is a specific and material  aspect of this  Agreement,  and that the  Collateral
Agent would not agree to the terms of this  Agreement  if this waiver were not a
part  of  this  Agreement.   The  Debtor  and  Shareholders  further  represent,
acknowledge  and  agree  that  this  waiver  is  knowingly,   intelligently  and
voluntarily  made,  that neither the  Collateral  Agent nor any person acting on
behalf of the  Collateral  Agent  has made any  representations  to induce  this
waiver,  that the Debtor and Shareholders  have been represented (or has had the
opportunity  to be  represented)  in the  signing of this  Agreement  and in the
making of this waiver by  independent  legal counsel  selected by the Debtor and
Shareholders  and that the Debtor and  Shareholders  have had the opportunity to
discuss this waiver with counsel. The Debtor and Shareholders further agree that
any bankruptcy or insolvency  proceeding initiated by the Debtor or Shareholders
and will only be brought in courts within the geographic  boundaries of New York
State.

12.  Miscellaneous.

     12.1  Expenses.   Debtor  and  Shareholders  shall  severally  pay  to  the
Collateral  Agent,  on demand,  the amount of any and all  reasonable  expenses,
including,  without  limitation,  attorneys'  fees,  legal expenses and brokers'
fees,  which  the  Collateral  Agent  may  incur in  connection  with (a)  sale,
collection or other  enforcement or  disposition of Collateral;  (b) exercise or
enforcement  of any the  rights,  remedies  or  powers of the  Collateral  Agent
hereunder  or with respect to any or all of the  Obligations;  or (c) failure by
Debtor or  Shareholders  to perform  and  observe  any  agreements  of Debtor or
Shareholders contained herein which are performed by the Collateral Agent.

     12.2  Waivers,  Amendment  and  Remedies.  No  courses  of  dealing  by the
Collateral Agent and no failure by the Collateral Agent to exercise, or delay by
the Collateral Agent in exercising,  any right,  remedy or power hereunder shall
operate as a waiver  thereof,  and no single or partial  exercise  thereof shall
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  remedy or power of the Collateral  Agent. No amendment,  modification or
waiver of any  provision of this  Agreement  and no consent to any  departure by
Debtor or  Shareholders  therefrom,  shall,  in any event,  be effective  unless
contained in a writing signed by the Collateral  Agent,  and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific


                                       6
<PAGE>

purpose for which  given.  The  rights,  remedies  and powers of the  Collateral
Agent,  not only  hereunder,  but also  under  any  instruments  and  agreements
evidencing or securing the Obligations and under  applicable law are cumulative,
and may be exercised by the Collateral  Agent from time to time in such order as
the Collateral Agent may elect.

     12.3 Notices.  Any notice or other  communications  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 conformed)
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):

     To Debtor:                         New World Entertainment Corp.
                                        7251 West Lake Mead Boulevard, Suite 300
                                        Las Vegas, NV 89128
                                        Fax: (888) 628-1949

     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) 93-9725

     To Shareholders:                   ________________________________________

                                        ________________________________________

                                        ________________________________________
                                        Fax: (     )       -

     To Lenders:                        To the addresses and telecopier numbers
     Set forth on Schedule A hereto

     To the Collateral Agent:           Greg Dureault
                                        ________________________________________

                                        ________________________________________

                                        ________________________________________
                                        Telephone:
                                        Fax:



Any party may change  its  address by  written  notice in  accordance  with this
paragraph.


     12.4 Term:  Binding  Effect.  This Agreement shall (a) remain in full force
and effect until payment and satisfaction in full of all of the Obligations; (b)
be binding upon Debtor and Shareholders,  and their successors and assigns;  and
(c) inure to the benefit of the Collateral Agent, for the benefit of the Lenders
and their heirs, legal representatives, successors in title and assigns.

     12.5 Captions.  The captions of  Paragraphs,  Articles and Sections in this
Agreement have been included for  convenience  of reference  only, and shall not
define or limit the  provisions  hereof and have no legal or other  significance
whatsoever.

                                       7
<PAGE>

     12.6 Governing Law; Venue;  Severability.  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,  except to the extent that
the perfection of the security interest granted hereby in respect of any item of
Collateral may be governed by the law of another jurisdiction.  Any legal action
or proceeding against the Debtor and Shareholders with respect to this Agreement
may be brought  in the  courts of the State of New York or of the United  States
for the Southern  District of New York,  and, by execution  and delivery of this
Agreement,  each of the Debtor and Shareholders  hereby irrevocably  accepts for
itself  and in respect  of its  property,  generally  and  unconditionally,  the
jurisdiction  of the  aforesaid  courts.  The  Debtor  and  Shareholders  hereby
irrevocably  waive any  objection  which they may now or  hereafter  have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or
in connection  with this  Agreement  brought in the aforesaid  courts and hereby
further  irrevocably  waives  and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient  forum.  If any provision of this Agreement,  or the application
thereof to any person or  circumstance,  is held invalid,  such invalidity shall
not affect any other  provisions  which can be given effect  without the invalid
provision  or  application,  and to this  end the  provisions  hereof  shall  be
severable and the  remaining,  valid  provisions  shall remain of full force and
effect.

     12.7  Counterparts/Execution.  This Agreement may be executed in any number
of   counterparts   and  by  the  different   signatories   hereto  on  separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all such  counterparts  shall constitute but one and the same  instrument.  This
Agreement  may be executed by  facsimile  signature  and  delivered by facsimile
transmission.




                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                       8
<PAGE>


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

                          "DEBTOR"

                          NEW WORLD ENTERTAINMENT CORP.
                          a Nevada corporation


                          By: _________________________________
                          Michelle Dobson
                          President and Director

                          "SHAREHOLDERS"

                          _____________________________________
                          Name:

                          _____________________________________
                          Name:

                          _____________________________________
                          Name:


                          "THE COLLATERAL AGENT"


                          _____________________________________
                          Greg Dureault




       This Security Agreement may be executed by facsimile signature and
                 delivered by confirmed facsimile transmission.

<PAGE>



                         SECURITY AGREEMENT - SCHEDULE A
<TABLE>
<CAPTION>

------------------------------------------------------------ --------------------------------
<S>                                                                    <C>
LENDER                                                       PRINCIPAL AMOUNT OF SECURED
                                                             CONVERTIBLE NOTES
------------------------------------------------------------ --------------------------------
Global Developments Inc.                                     $2,000,000.00
c/o 510-999 W. Hastings St.
Vancouver, BC V6C 2W2
Attn: John Briner
------------------------------------------------------------ --------------------------------
555 Holdings LLC                                             $1,250,000.00
c/o 510-999 W. Hastings St.
Vancouver, BC V6C 2W2
Attn: John Briner
------------------------------------------------------------ --------------------------------
TOTAL                                                        $3,250,000.00
------------------------------------------------------------ --------------------------------
</TABLE>



<PAGE>



                         SECURITY AGREEMENT - SCHEDULE B

                                 SECURITY SHARES

<TABLE>
<CAPTION>
_________________________________________ ________________________________________________________

<S>                                                              <C>
DEPOSITOR                                  DEPOSITED SHARES COMPRISING A PORTION OF THE COLLATERAL
__________________________________________ _______________________________________________________

________________________                   ________________ common shares ($.001 par value per
________________________                   share) of New World Entertainment Corp.
[SHAREHOLDER'S NAME]
__________________________________________ _______________________________________________________

________________________                   ________________ common shares ($.001 par value per
________________________                   share) of New World Entertainment Corp.

[SHAREHOLDER'S NAME]
__________________________________________ _______________________________________________________

________________________                   ________________ common shares ($.001 par value per
________________________                   share) of New World Entertainment Corp.

[SHAREHOLDER'S NAME]
__________________________________________ _______________________________________________________
</TABLE>