GENERAL
SECURITY AGREEMENT





The
undersigned __________________________ (“Debtor”) and ROSENTHAL & ROSENTHAL,
INC. (“Secured Party”), with addresses as they appear with their signatures
below, agree as follows:





In
consideration of one or more loans, advances, or other financial accommodations
at any time before, at or after the date hereof made or extended by Secured
Party to Debtor, directly or indirectly, as principal, guarantor or otherwise,
at the sole discretion of Secured Party in each instance, Debtor hereby grants
to Secured Party a security interest in, and assigns to Secured Party, the
Collateral described in Paragraph 1 to
secure the payment, performance and observance of all  Obligations of
Debtor to Secured Party (the “Obligations”) as defined in the Guaranty, dated
July 7, 2010, executed by Debtor in favor of Secured Party with respect to
SOUTHPEAK INTERACTIVE, L.L.C. (the “Guaranty”).





1.       The
Collateral is described as follows and/or on Schedule A annexed thereto as part
hereof and on any separate schedule at any time furnished by Debtor to Secured
Party (which are hereby deemed part of this Security Agreement), which
Collateral includes all attachments, accessions and equipment now or hereafter
affixed to the Collateral or used in connection therewith, substitutions and
replacements thereof, and (unless the description of the Collateral expressly
excludes after acquired collateral), all items of the Collateral both now
existing and hereafter acquired, created or arising, and all proceeds and
products thereof, if any:





All
present and future accounts, instruments, documents, chattel paper, investment
property, deposit accounts, letter of credit rights and general intangibles
(including, without limitations, all tax refund claims and license
fees),  now owned or hereafter acquired, and the goods
represented  by any of the foregoing or described in copies of
invoices delivered to secured party in connection with any of the foregoing; all
returned, reclaimed or repossessed goods with respect to any of the foregoing;
all rights and remedies of the debtor under or in connection with any of the
foregoing; and all proceeds thereof (including, without limitation, insurance
refund claims and all other insurance claims and proceeds);   all
inventory now owned or hereafter acquired wheresoever located, presently
existing or hereafter arising, and all additions and accessions thereto,
including, without limitation, raw materials, work in process, finished
merchandise and all wrapping, packing and shipping materials, all now owned or
hereafter acquired chattel, paper, patents, patent applications, trademarks,
trademark applications, service marks, service mark applications, tradenames,
tradestyles, copyrights, copyright applications, rights to proceeds of letters
of credit, letter of credit rights and all proceeds of any of the foregoing
(including, without limitation, insurance refund claims and all other insurance
claims and proceeds);  all machinery, equipment, furniture, fixtures,
and chattel paper now owned or hereafter acquired  wheresoever
located, including, without limitation, any and all parts, replacements,
substitutions, improvements, accessories, attachments and additions thereto and
therefor and the proceeds thereof (including, without limitation, insurance
refund claims and all other insurance claims and proceeds)





2.       Debtor
warrants, represents and covenants that: (a) the chief executive office of
Debtor, the books and records relating to the Collateral and the Collateral, are
located at the addresses set forth below and Debtor will not change any of the
same without prior written notice to and consent of Secured Party; (b) the
Collateral is and will be used in Debtor's business and not for personal,
family, household or farming use; (c) at all times the Collateral will be owned
by Debtor free and clear of all liens, security interests and encumbrances
except as set forth on Schedule B, if any, annexed hereto as part hereof; (d)
Debtor will not assign, sell mortgage, lease, transfer, pledge, grant a security
interest in, encumber, or otherwise dispose of or abandon any part or all of the
Collateral without prior written consent of Secured Party, except for the sale
from time to time in the ordinary course of business of Debtor of such items of
Collateral as may constitute part of the business inventory of Debtor; (e)
Debtor will make payment or deposit when due of all taxes, assessments or
contributions required by law which may be levied or assessed with respect to
any of the Collateral, and will deliver to Secured Party, on demand,
certificates attesting thereto; (f) Debtor will use the Collateral for lawful
purposes only, with all reasonable care and caution and in conformity with all
applicable laws, ordinances and regulations; (g) Debtor will keep the Collateral
in first-class order, repair, running and marketable condition, at Debtor's own
cost and expense; (h) Secured Party shall at all times have free access to and
right of inspection of the Collateral and any records pertaining thereto (and
the right to make extracts from and to receive from Debtor originals or true
copies of such records and any papers and instruments relating to any or all of
the Collateral upon request therefor); (i) the Collateral is now and shall
remain personal property, and Debtor will not permit any of the Collateral to
become a part of or affixed to real property without prior written notice to
Secured Party and without first making all arrangements, and delivering to
Secured Party all instruments and documents, requested by and satisfactory to
Secured Party to protect the primary security interest granted herein against
all persons; (j) Debtor, at its own expense, will insure the Collateral in the
name of and with loss or damage payable to Secured Party, against loss or
damage, by fire and extended coverage, theft, burglary, bodily injury and such
other risks, with such companies and in such amounts, as is required by Secured
Party at any time (all such policies providing 10 days minimum written notice of
cancellation to Secured Party) and Debtor shall deliver to Secured Party the
original or duplicate policies, or certificates or other evidence satisfactory
to Secured Party of compliance with the foregoing insurance provisions and
Debtor will promptly notify Secured Party of any loss or damage to any of the
Collateral or arising from its use; (k) at its option, Secured Party may apply
any insurance monies received at any time to the cost of repairs to the
Collateral and/or to payment of any of the Obligations, whether or not due, in
any order Secured Party may determine, any surplus (after payment of all costs,
reasonable attorney's fees and disbursements) to be remitted to Debtor; (l)
Debtor will, at its expense, perform all acts and execute all documents
requested by Secured Party, at any time or otherwise necessary to evidence,
perfect, maintain and enforce Secured Party's primary security interest in the
Collateral; (m) Debtor assumes all responsibility and liability arising from the
use of the Collateral; (n) upon request of Secured Party, at any time and from
time to time, Debtor shall, at its sole cost and expense, execute and deliver to
Secured Party one or more financing statements pursuant to the Uniform
Commercial Code ("UCC") and any other papers, documents or instruments requested
by Secured Party in connection with this Security Agreement, and Debtor hereby
authorizes Secured Party to execute and file at any time or times, one or more
financing statements with respect to all or any part of the Collateral, signed
only by the Secured Party; (o) in its discretion, Secured Party may, whether or
not an event of default has occurred or any of the Obligations be due, in its
name or Debtor's or otherwise, notify any account debtor or obligor of any
account, contract right, instrument, document, chattel paper or general
intangibles included in the Collateral to make payment to Secured Party; (p)
Secured Party, may in its sole discretion, demand, sue for, collect or receive
any money or property at any time payable or receivable on account of or in
exchange for, or make any compromise or settlement deemed desirable by Secured
Party with respect to, any of the Collateral, and/or extend the time of payment,
arrange for payment in installments, or otherwise modify the terms of, or
release, any of the Collateral all without notice to/or consent by Debtor and
without otherwise discharging or affecting the Obligations or the security
interest granted herein; (q) Secured Party may in its discretion, for the
account and expense of Debtor, pay any amount or do any act required of Debtor
hereunder or requested by Secured Party to preserve, protect, maintain or
enforce the Obligations or the primary security interest granted herein, and
which Debtor fails to do or pay; (r) Debtor will promptly pay Secured Party for
any and all sums, costs, and expenses which Secured Party may pay or incur in
defending, protecting or enforcing the primary security interest granted herein
or in enforcing payment of the Obligations or otherwise in connection with the
provisions hereof, including but not limited to all court costs, collection
charges, travel, and reasonable attorney's fees, all of which, together with
legal interest, shall be part of the Obligations; (s) whether or not an event of
default has occurred, Secured Party, in its discretion, may transfer to or
register in the name of Secured Party or its nominee all or any of the
Collateral consisting of securities, and whether or not so transferred or
registered, Secured Party shall be entitled to (i) receive all income and
dividends thereon (including stock dividends and rights to subscribe) as a part
of the Collateral, (ii) exchange any or all such Collateral upon the
reorganization, recapitalization, or readjustment of any entity issuing such
securities, (iii) vote such Collateral so transferred or registered, and (iv)
exercise any or all power with respect thereto as if an absolute owner thereof;
(t) at any time Secured Party may assign, transfer and deliver to any transferee
of any of the Obligations, any or all of the Collateral, whereupon Secured Party
shall be fully discharged from all responsibility and the transferee shall be
vested with all powers and rights of Secured Party hereunder with respect
thereto, but Secured Party shall retain all rights and powers with respect to
any Collateral not assigned, transferred or delivered.


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The
occurrence of any one or more of the following events shall constitute an event
of default ("Default") by Debtor under this Security Agreement:
(a)  if an event occurs which would allow Secured Party to declare all
Obligations due and payable by Debtor under the Guaranty;  (b) if
Debtor or any obligor, maker, endorser, acceptor, surety or guarantor of, or any
party to, any of the Obligations or the Collateral (the same, including Debtor,
being collectively referred to herein as "Obligors") shall default in the
punctual payment of any sum payable with respect to, or in the observance or
performance of any of the terms and conditions of, any Obligations or of this
Security Agreement or the Collateral; (c) if any warranty, representation or
statement of fact made to Secured Party at any time by or on behalf of Debtor is
false or misleading in any material respect when made; (d) if there occurs any
loss, theft, substantial damage to or destruction of any of the Collateral, or
the making of any levy on, seizure, attachment or garnishment of any of the
Collateral.


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3.       Upon
the occurrence of any Default and at any time thereafter, Secured
Party  shall have the following rights and remedies (to the extent
permitted by applicable law) in addition to all rights and remedies of a secured
party under the UCC, all such rights and remedies being cumulative, not
exclusive and enforceable alternatively, successively or concurrently: (a)
Secured Party may, at any time and from time to time, with or without judicial
process and the aid and assistance of others, enter upon any premises in which
any of the Collateral may be located and, without resistance or interference by
Debtor, take possession of the Collateral; and/or dispose of any part or all of
the Collateral on any premises of Debtor; and/or require Debtor to assemble and
make available to Secured Party at the expense of Debtor any part or all of the
Collateral at any place and time designated by Secured Party which is reasonably
convenient to both parties; and/or remove any part or all of the Collateral from
any premises on which any part may be located for the purpose of effecting sale
or other disposition thereof (and if any of the Collateral consists of motor
vehicles, Secured Party may use Debtor's license plates); and/or sell, resell,
lease, assign and deliver, grant options for or otherwise dispose of any or all
of the Collateral in its then condition or following any commercially reasonable
preparation or processing, at public or private sale or proceedings, by one or
more contracts, in one or more parcels, at the same or different times, with or
without having the Collateral at the place of sale or other disposition, for
cash and/or credit, and upon any terms, at such place(s) and time(s) and to such
persons, firms or corporations as Secured Party deems best, all without demand
for performance or any notice or advertisement whatsoever except that where an
applicable statute requires reasonable notice of sale or other disposition
Debtor hereby agrees that the sending of five days notice by ordinary mail,
postage prepaid, to any address of Debtor set forth in this Security Agreement
of the place and time of any public sale or of the time after which any private
sale or other intended disposition is to be made, shall be deemed reasonable
notice thereof.  If any of the Collateral is sold by Secured Party
upon credit or for future delivery, Secured Party shall not be liable for the
failure of the purchaser to pay for same and in such event Secured Party may
resell such collateral.  Secured Party may buy any part of all of the
Collateral at any public sale and if any part or all of the Collateral is of a
type customarily sold in a recognized market or is of the type which is the
subject of widely distributed standard price quotations Secured Party may buy at
private sale and may make payment therefor by any means.  Secured
Party may apply the cash proceeds actually received from any sale or other
disposition to the reasonable expenses of retaking, holding, preparing for sale,
selling, leasing and the like, to reasonable attorney's fees and all legal
expenses, travel and other expenses which may be incurred by Secured Party in
attempting to collect the Obligations or enforce this Security Agreement or in
the prosecution or defense of any action or proceeding related to the subject
matter of this Security Agreement; and then to the Obligations in such order and
as to principal or interest as Secured Party may desire; and Debtor shall remain
liable and will pay Secured Party on demand any deficiency remaining, including
legal interest thereon and the balance of any expenses unpaid, with any surplus
to be paid to Debtor, subject to any duty of Secured Party imposed by law to the
holder of any subordinate security interest in the Collateral known to Secured
Party.  Debtor recognizes that the Secured Party may be unable to
effect a public sale of all or a part of the Collateral consisting of securities
by reason of certain prohibitions contained in the Securities Act of 1933, but
may be compelled to resort to one or more private sales to a restricted group of
purchasers who will be obliged to agree, among other things, to acquire such
securities for their own account, for investment and not with a view to the
distribution or resale thereof.  Debtor agrees that any such private
sales may be at prices and other terms less favorable to the seller than if sold
at public sales and that such private sales shall be deemed to have been made in
a commercially reasonable manner; Secured Party has no obligation to delay sale
of any such securities for the period of time necessary to permit the issuer of
such securities, even if such issuer would agree, to register such securities
for public sale under the Securities Act of 1933; (b) Secured Party may
appropriate, set off and apply to the payment of any or all of the Obligations,
any and all balances, sums, property, claims, credits, deposits, accounts,
reserves, collections, drafts, notes, or other items or proceeds of the
Collateral in or coming into the possession of Secured Party or its agents and
belonging or owing to Debtor, without notice to Debtor, and in such manner as
Secured Party may in its discretion determine; (c) any of the proceeds of the
Collateral received by Debtor shall not be commingled with other property of
Debtor, but shall be segregated, held by the Debtor in trust as the exclusive
property of Secured Party, and Debtor will immediately deliver to Secured Party
the identical checks, monies, or other proceeds of Collateral
received.





4.       To
effectuate the terms and provisions hereof, Debtor hereby designates and
appoints Secured Party and its designees or agents as attorney-in-fact of
Debtor, irrevocably and with power of substitution, with authority to receive,
open and dispose of all mail addressed to Debtor, to notify the Post Office
authorities to change the address for delivery of mail addressed to Debtor to
such address as Secured Party may designate; to endorse the name of Debtor on
any notes, acceptances, checks, drafts, money orders or other evidences of
payment or proceeds of the Collateral that my come into Secured Party's
possession; to sign the name of Debtor on any invoices, documents, drafts
against and notices to account debtors of Debtor, assignments and requests for
verification of accounts; to execute proofs of claim and loss; to execute any
endorsements, assignments, or other instruments of conveyance or transfer, to
adjust and compromise any claims under insurance policies; to execute releases;
and to do all other acts and things necessary and advisable in the sole
discretion of Secured Party to carry out and enforce this Security
Agreement.  All acts of said attorney or designee are hereby ratified
and approved and said attorney or designee shall not be liable for any acts of
commission or omission, nor for any error of judgment or mistake of fact or
law.  This power of attorney being coupled with an interest is
irrevocable while any of the Obligations shall remain
unpaid.


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5.       Under
no circumstances shall Secured Party be deemed to assume any responsibility for
or obligation or duty with respect to any part or all of the Collateral, of any
nature or kind, or any matter or proceedings arising out of or relating thereto,
but the same shall be at the Debtor's sole risk at all times.  Secured
Party shall not be required to take any action of any kind to collect, preserve,
or protect its or Debtor's rights in the Collateral or against other parties
thereto.  Debtor hereby releases Secured Party from any claims, causes
of action and demands at any time arising out of or with respect to this
Security Agreement, the Obligations, the use of the Collateral and/or any
actions taken or omitted to be taken by Secured Party with respect thereto, and
Debtor hereby agrees to hold Secured Party harmless from and with respect to any
and all such claims, causes of action and demands.  Secured Party's
prior recourse to any part or all of the Collateral shall not constitute a
condition of any demand, suit or proceeding for payment or collection of the
Obligations.  No act, failure or delay by Secured Party shall
constitute a waiver of its rights and remedies hereunder or
otherwise.  No single or partial waiver by the Secured Party of any
default, or right or remedy which it may have shall operate as a waiver of any
other default, right or remedy or the same default, right or remedy on a future
occasion.  DEBTOR
HEREBY WAIVES PRESENTMENT, NOTICE OF DISHONOR AND PROTEST OF ALL INSTRUMENTS
INCLUDED IN OR EVIDENCING ANY OF THE OBLIGATIONS OR THE COLLATERAL, AND ANY AND
ALL OTHER NOTICES AND DEMANDS WHATSOEVER (EXCEPT AS EXPRESSLY PROVIDED
HEREIN).  IN THE EVENT OF ANY LITIGATION, WITH RESPECT TO ANY MATTER
CONNECTED WITH THIS SECURITY AGREEMENT, THE OBLIGATIONS OR THE COLLATERAL,
DEBTOR HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY AND ALL DEFENSES, RIGHTS OF
SETOFF AND RIGHTS TO INTERPOSE COUNTERCLAIMS OF ANY NATURE.  DEBTOR
HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK AND OF ANY FEDERAL COURT LOCATED IN SUCH STATE IN CONNECTION WITH ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE OBLIGATIONS, THIS
SECURITY AGREEMENT OR THE COLLATERAL, OR ANY DOCUMENT OR INSTRUMENT DELIVERED
WITH RESPECT TO ANY OF THE OBLIGATIONS.  DEBTOR HEREBY WAIVES PERSONAL
SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS IN CONNECTION WITH ANY SUCH
ACTION OR PROCEEDING AND AGREES THAT THE SERVICE THEREOF MAY BE MADE BY
CERTIFIED OR REGISTERED MAIL DIRECTED TO DEBTOR AT ITS CHIEF EXECUTIVE OFFICE
SET FORTH BELOW, OR AT SUCH OTHER ADDRESS AS DEBTOR MAY DESIGNATE BY WRITTEN
NOTIFICATION BY CERTIFIED OR REGISTERED MAIL DIRECTED TO AND RECEIVED BY SECURED
PARTY AT ITS OFFICE SET FORTH IN THE FINANCING STATEMENTS FILED HEREUNDER (OR IF
NO SUCH FINANCING STATEMENTS HAVE BEEN FILED, AT THE OFFICE OF SECURED PARTY AT
WHICH IS LOCATED THE OFFICER IN DIRECT SUPERVISION OF THE WITHIN SECURITY
INTEREST).  The Debtor so served shall appear or answer to such
summons, complaint or other process within thirty days after the mailing
thereof.  Should the Debtor so served fail to appear or answer within
said thirty-day period, such Debtor shall be deemed in default and judgment may
be entered by Secured Party against such Debtor for the amount or such other
relief as may be demanded in any summons, complaint or other process so
served.  In the alternative, in its discretion Secured Party may
effect service upon Debtor in any other form or manner permitted.  No
provision hereof shall be modified, altered or limited except by a written
instrument expressly referring to this Security Agreement and to the provision
so modified or limited and executed by the party to be
charged.  Debtor, if more than one, shall be jointly and severally
liable hereunder.  The execution and delivery of this Security
Agreement has been authorized by the Board(s) of Directors of Debtor and by any
necessary vote or consent of stockholders of Debtor (if a
corporation).  This Security Agreement and all Obligations shall be
binding upon the heirs, executors, administrators, successors, or assigns of
Debtor, and shall, together with the rights and remedies of Secured Party
hereunder, inure to the benefit of Secured Party, its successors, endorsees and
assigns.  This Security Agreement and the Obligations shall be
governed in all respects by the laws of the State of New York.  If any
term of this Security Agreement shall be held to be invalid, illegal or
unenforceable, the validity of all other terms hereof shall in no way be
affected thereby.  Secured Party is authorized to annex hereto any
schedules referred to herein.  Debtor acknowledges receipt of a copy
of this Security Agreement.  All terms used herein shall have the
meanings as defined in the New York Uniform Commercial Code.


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IN WITNESS WHEREOF, Debtor has
caused this Agreement to be executed by its corporate officers thereto duly
authorized as of this July 12, 2010.





By:


Title:




Address:




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