Exhibit 10.10

                               SECURITY AGREEMENT

      THIS  SECURITY  AGREEMENT  (the  "Agreement"),  is  entered  into and made
effective as of April 14,  2005,  by and between  TRUST  LICENSING,  INC.,  (the
"Company"), and MONTGOMERY EQUITY PARTNERS, LTD. (the "Secured Party").

      WHEREAS,  contemporaneously  with  the  execution  and  delivery  of  this
Agreement,  the Company  shall issue to the Secured  Party a secured  promissory
note in the principal  amount of Six Hundred  Thousand  Dollars  ($600,000) (the
"Note");

      WHEREAS,  to induce the Secured Party to enter into the Note,  the Company
hereby  grants to the  Secured  Party a security  interest in and to the pledged
property   identified  on  Exhibit  A  hereto  until  the  satisfaction  of  the
Obligations, as defined herein below.

      NOW, THEREFORE,  in consideration of the promises and the mutual covenants
herein contained,  and for other good and valuable  consideration,  the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS

      Section 1.1. Recitals.

      The above recitals are true and correct and are  incorporated  herein,  in
their entirety, by this reference.

      Section 1.2. Interpretations.

      Nothing  herein  expressed or implied is intended or shall be construed to
confer upon any person other than the Secured  Party any right,  remedy or claim
under or by reason hereof.

      Section 1.3. Obligations Secured.

      The obligations  secured hereby are any and all obligations of the Company
now  existing or  hereinafter  incurred to the Secured  Party,  whether  oral or
written  and whether  arising  before,  on or after the date  hereof  including,
without limitation,  those obligations of the Company to the Secured Party under
this Agreement,  the Note, both Security Agreements (individually referred to as
a "Security Agreement" collectively the "Security  Agreements"),  or both Pledge
and Escrow  Agreements of even date  herewith by and among the Company,  and the
Secured Party and David Gonzalez,  Esq.  (individually  referred to as a "Pledge
Agreement"  collectively  referred to as the "Pledge  Agreements") and any other
amounts now or hereafter owed to the Secured Party by the Company  thereunder or
hereunder (collectively,  the "Obligations").  This Agreement, the Note, and the
Pledge  Agreement  are  collectively  referred  to  herein  as the  "Transaction
Documents".


<PAGE>

                                   ARTICLE 2.

                 PLEDGED PROPERTY, ADMINISTRATION OF COLLATERAL
                      AND TERMINATION OF SECURITY INTEREST

      Section 2.1. Pledged Property.

            (a) Company hereby pledges to the Secured Party,  and creates in the
Secured Party for its benefit, a security interest in and to all of the property
of the  Company  as set forth in  Exhibit A  attached  hereto  and the  products
thereof  and  the  proceeds  of  all  such  items  (collectively,  the  "Pledged
Property") for such time until the Obligations are paid in full.

            (b)   Simultaneously   with  the  execution  and  delivery  of  this
Agreement,  the  Company  shall make,  execute,  acknowledge,  file,  record and
deliver to the Secured Party any documents  reasonably  requested by the Secured
Party to perfect its security interest in the Pledged  Property.  Simultaneously
with the  execution  and  delivery of this  Agreement,  the Company  shall make,
execute,  acknowledge  and  deliver  to the  Secured  Party such  documents  and
instruments, including, without limitation, financing statements,  certificates,
affidavits  and forms as may, in the Secured  Party's  reasonable  judgment,  be
necessary to effectuate,  complete or perfect, or to continue and preserve,  the
security interest of the Secured Party in the Pledged Property,  and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms and conditions contained herein.

      Section 2.2. Rights; Interests; Etc.

            (a) So long as no Event of Default (as  hereinafter  defined)  shall
have occurred and be continuing:

                  (i) the Company  shall be  entitled  to  exercise  any and all
rights  pertaining  to the Pledged  Property or any part thereof for any purpose
not inconsistent with the terms hereof; and

                  (ii) the  Company  shall be entitled to receive and retain any
and all payments paid or made in respect of the Pledged Property.

            (b) Upon the  occurrence  and during the  continuance of an Event of
Default:

                  (i) All rights of the Company to exercise  the rights which it
would otherwise be entitled to exercise pursuant to Section 2.2(a)(i) hereof and
to receive payments which it would otherwise be authorized to receive and retain
pursuant to Section  2.2(a)(ii)  hereof shall be suspended,  and all such rights
shall thereupon  become vested in the Secured Party who shall thereupon have the
sole right to exercise  such rights and to receive and hold as Pledged  Property
such  payments;  provided,  however,  that if the  Secured  Party  shall  become
entitled  and shall  elect to  exercise  its  right to  realize  on the  Pledged
Property  pursuant  to  Article 5 hereof,  then all cash  sums  received  by the
Secured Party,  or held by Company for the benefit of the Secured Party and paid
over  pursuant  to  Section  2.2(b)(ii)  hereof,  shall be applied  against  any
outstanding Obligations; and


                                       2
<PAGE>

                  (ii) All interest,  dividends,  income and other  payments and
distributions  which are received by the Company  contrary to the  provisions of
Section  2.2(b)(i)  hereof  shall be  received  in trust for the  benefit of the
Secured Party,  shall be segregated from other property of the Company and shall
be forthwith paid over to the Secured Party; or

                  (iii)  The  Secured  Party  in its  sole  discretion  shall be
authorized to sell any or all of the Pledged  Property at public or private sale
in order to recoup all of the outstanding  principal plus accrued  interest owed
pursuant to the Note as described herein

                  (iv) Each  Event of Default as such term is defined in Section
11 of the Note shall be an Event of Default under this Agreement.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE

      Section 3.1. Secured Party Appointed Attorney-In-Fact.

      Upon the occurrence of an Event of Default,  the Company  hereby  appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged  Property or any part thereof and to give full  discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify  account  debtors and obligors on any Pledged  Property to make
payments directly to the Secured Party.

      Section 3.2. Secured Party May Perform.

      If the  Company  fails to perform  any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES

      The  Company  represents  and  warrants  to the  Secured  Party  that  the
following  representations  and  warranties  are true and correct as of the date
hereof.  The  Company  acknowledges  that the  Secured  Party is  relying on the
representations  and  warranties  made by the  Company  hereunder  and that such
representations  and warranties  are a material  inducement to the Secured Party
funding  the  Note.  The  Company   further   acknowledges   that  without  such
representations and warranties of the Company made hereunder,  the Secured Party
would not enter into the Transaction Documents.


                                       3
<PAGE>

      Section 4.1. Organization and Qualification

      The Company and its  subsidiaries  are  corporations  duly  organized  and
validly  existing in good standing under the laws of the  jurisdiction  in which
they are  incorporated,  and have the  requisite  corporate  power to own  their
properties  and to carry on their business as now being  conducted.  Each of the
Company and its  subsidiaries  is duly qualified as a foreign  corporation to do
business and is in good  standing in every  jurisdiction  in which the nature of
the business conducted by it makes such qualification  necessary,  except to the
extent that the failure to be so qualified or be in good standing would not have
a material adverse effect on the Company and its subsidiaries taken as a whole.

      Section 4.2. Authorization, Enforcement, Compliance with Other Instruments

      The Company has the requisite  corporate power and authority to enter into
and perform the Transaction  Documents and any related  agreements in accordance
with the terms  hereof and  thereof,  (ii) the  execution  and  delivery  of the
Transaction  Documents  by  the  Company  and  the  consummation  by it  of  the
transactions contemplated hereby and thereby, including, without limitation, the
issuance  of the  Note  has  been  duly  authorized  by the  Company's  Board of
Directors and no further  consent or  authorization  is required by the Company,
its Board of Directors or its stockholders, (iii) the Transaction Documents have
been duly executed and delivered by the Company,  (iv) the Transaction Documents
constitute the valid and binding  obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general  principles of equity or applicable  bankruptcy,  insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally,  the  enforcement of creditors'  rights and remedies.  The
authorized  officer of the Company executing the Transaction  Documents knows of
no reason why the Company  cannot  perform the Company's  obligations  under the
Transaction Documents.

      Section 4.3. Capitalization.

      As of the  date  hereof,  the  authorized  capital  stock  of the  Company
consists of 500,000,000  shares of Common Stock, par value $0.0001 per share and
100,000,000  shares of  Preferred  Stock of which  294,066,663  shares of Common
Stock and no shares of Preferred Stock were issued and outstanding.. All of such
outstanding   shares   have  been   validly   issued  and  are  fully  paid  and
nonassessable.  Except as disclosed in the SEC  Documents (as defined in Section
4.5),  no shares of Common Stock are subject to  preemptive  rights or any other
similar  rights  or any  liens or  encumbrances  suffered  or  permitted  by the
Company.  Except  as  disclosed  in the SEC  Documents,  as of the  date of this
Agreement,  (i) there are no outstanding  options,  warrants,  scrip,  rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  convertible  into,  any  shares of  capital  stock of the
Company or any of its subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
subsidiaries,  (ii) there are no outstanding debt securities and (iii) there are
no agreements or arrangements under which the Company or any of its subsidiaries
is  obligated  to  register  the  sale  of any of  their  securities  under  the


                                       4
<PAGE>

Securities Act (except pursuant to the Registration Rights Agreement between the
Company  and the  Secured  Party  dated the date  hereof)  and (iv) there are no
outstanding registration statements and there are no outstanding comment letters
from  the  SEC or any  other  regulatory  agency.  There  are no  securities  or
instruments  containing   anti-dilution  or  similar  provisions  that  will  be
triggered  by the  issuance  of the Note as  described  in this  Agreement.  The
Company  has  furnished  to the  Secured  Party true and  correct  copies of the
Company's Certificate of Incorporation,  as amended and as in effect on the date
hereof (the "Certificate of  Incorporation"),  and the Company's By-laws,  as in
effect on the date  hereof  (the  "By-laws"),  and the  terms of all  securities
convertible  into or exercisable for Common Stock and the material rights of the
holders  thereof in respect thereto other than stock options issued to employees
and consultants.

      Section 4.4. No Conflicts

      Except as  disclosed in the SEC  Documents,  the  execution,  delivery and
performance of the Transaction  Documents by the Company and the consummation by
the  Company of the  transactions  contemplated  hereby will not (i) result in a
violation of the Certificate of  Incorporation,  any certificate of designations
of any  outstanding  series of preferred  stock of the Company or the By-laws or
(ii)  conflict  with or  constitute  a default (or an event which with notice or
lapse of time or both  would  become a  default)  under,  or give to others  any
rights  of  termination,   amendment,   acceleration  or  cancellation  of,  any
agreement,  indenture  or  instrument  to  which  the  Company  or  any  of  its
subsidiaries is a party, or result in a violation of any law, rule,  regulation,
order,  judgment  or decree  (including  federal and state  securities  laws and
regulations  and the  rules  and  regulations  of The  National  Association  of
Securities  Dealers  Inc.'s  OTC  Bulletin  Board on which the  Common  Stock is
quoted)  applicable  to the Company or any of its  subsidiaries  or by which any
property  or  asset  of the  Company  or any of its  subsidiaries  is  bound  or
affected. Except as disclosed in the SEC Documents,  neither the Company nor its
subsidiaries  is in violation of any term of or in default under its Certificate
of  Incorporation  or  By-laws  or  their  organizational  charter  or  by-laws,
respectively,  or any  material  contract,  agreement,  mortgage,  indebtedness,
indenture,  instrument,  judgment,  decree  or  order  or any  statute,  rule or
regulation  applicable to the Company or its  subsidiaries.  The business of the
Company and its subsidiaries is not being conducted,  and shall not be conducted
in violation of any law,  ordinance,  or regulation of any  governmental  entity
which  would  have  a  material  adverse  effect  on  the  Company.   Except  as
specifically contemplated by this Agreement and as required under the Securities
Act and any  applicable  state  securities  laws, the Company is not required to
obtain  any  consent,   authorization  or  order  of,  or  make  any  filing  or
registration with, any court or governmental  agency in order for it to execute,
deliver  or  perform  any of its  obligations  under  or  contemplated  by  this
Agreement in accordance with the terms hereof or thereof. Except as disclosed in
the  SEC  Documents,   all  consents,   authorizations,   orders,   filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected  on or prior to the date  hereof.  The
Company and its  subsidiaries  are unaware of any facts or  circumstance,  which
might give rise to any of the foregoing.

      Section 4.5. Financial Statements

      Since  August 24,  2004,  the  Company has filed all  reports,  schedules,
forms,  statements and other  documents  required to be filed by it with the SEC
under of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
(all of the  foregoing  filed prior to the date hereof


                                       5
<PAGE>

or amended after the date hereof and all exhibits included therein and financial
statements  and  schedules  thereto  and  documents  incorporated  by  reference
therein, being hereinafter referred to as the "SEC Documents").  The Company has
delivered to the Secured Party or its representatives, or made available through
the SEC's website at  http://www.sec.gov.,  true and complete  copies of the SEC
Documents. As of their respective dates, the financial statements of the Company
disclosed in the SEC Documents (the "Financial  Statements") complied as to form
in all  material  respects  with  applicable  accounting  requirements  and  the
published rules and regulations of the SEC with respect thereto.  Such Financial
Statements have been prepared in accordance with generally  accepted  accounting
principles, consistently applied, during the periods involved (except (i) as may
be otherwise  indicated in such Financial  Statements or the notes  thereto,  or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary  statements) and, fairly present in all
material respects the financial  position of the Company as of the dates thereof
and the  results of its  operations  and cash flows for the  periods  then ended
(subject,  in the  case  of  unaudited  statements,  to  normal  year-end  audit
adjustments).  No other  information  provided by or on behalf of the Company to
the Secured Party which is not included in the SEC Documents, including, without
limitation,  information  referred  to in this  Agreement,  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein,  in the light of the circumstances  under
which they were made, not misleading.

      Section 4.6. 10(b)

      The SEC Documents do not include any untrue  statements of material  fact,
nor do they omit to state  any  material  fact  required  to be  stated  therein
necessary to make the statements made, in light of the circumstances under which
they were made, not misleading.

      Section 4.7. Absence of Litigation

      Except  as  disclosed  in the SEC  Documents,  there is no  action,  suit,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  against or
affecting the Company,  the Common Stock or any of the  Company's  subsidiaries,
wherein an  unfavorable  decision,  ruling or finding  would (i) have a material
adverse effect on the transactions contemplated hereby (ii) adversely affect the
validity or  enforceability  of, or the  authority  or ability of the Company to
perform  its  obligations   under,  this  Agreement  or  any  of  the  documents
contemplated  herein,  or  (iii)  except  as  expressly  disclosed  in  the  SEC
Documents,  have  a  material  adverse  effect  on  the  business,   operations,
properties,  financial condition or results of operations of the Company and its
subsidiaries taken as a whole.

      Section 4.8.  Acknowledgment  Regarding Secured Party's  Acceptance of the
Note

      The  Company  acknowledges  and agrees  that the  Secured  Party is acting
solely in the capacity of an arm's length lender with respect to this  Agreement
and the transactions  contemplated hereby. The Company further acknowledges that
the  Secured  Party is not acting as a  financial  advisor or  fiduciary  of the
Company (or in any similar  capacity)  with  respect to this  Agreement  and the
transactions  contemplated  hereby and any advice given by the Secured  Party


                                       6
<PAGE>

or any of their  respective  representatives  or agents in connection  with this
Agreement and the transactions  contemplated hereby is merely incidental to such
Secured Party's  acceptance of the Note. The Company  further  represents to the
Secured Party that the Company's  decision to enter into this Agreement has been
based   solely  on  an   independent   evaluation   by  the   Company   and  its
representatives.

      Section 4.9. Intellectual Property Rights

      The  Company  and its  subsidiaries  own or  possess  adequate  rights  or
licenses  to use all  trademarks,  trade  names,  service  marks,  service  mark
registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,  approvals,  governmental  authorizations,  trade  secrets  and rights
necessary to conduct their respective  businesses as now conducted.  The Company
and its  subsidiaries  do not  have any  knowledge  of any  infringement  by the
Company or its  subsidiaries of trademark,  trade name rights,  patents,  patent
rights, copyrights,  inventions, licenses, service names, service marks, service
mark registrations,  trade secret or other similar rights of others, and, to the
knowledge of the Company there is no claim,  action or proceeding  being made or
brought against, or to the Company's  knowledge,  being threatened against,  the
Company or its subsidiaries  regarding  trademark,  trade name, patents,  patent
rights,  invention,  copyright,  license,  service names, service marks, service
mark registrations,  trade secret or other infringement; and the Company and its
subsidiaries are unaware of any facts or circumstances  which might give rise to
any of the foregoing.

      Section 4.10. Environmental Laws

      The Company and its  subsidiaries  are (i) in compliance  with any and all
applicable foreign,  federal,  state and local laws and regulations  relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes,  pollutants or contaminants  ("Environmental  Laws"), (ii)
have received all permits,  licenses or other  approvals  required of them under
applicable  Environmental Laws to conduct their respective  businesses and (iii)
are in compliance  with all terms and conditions of any such permit,  license or
approval.

      Section 4.11. Title.

      Any real property and  facilities  held under lease by the Company and its
subsidiaries  are held by them under valid,  subsisting and  enforceable  leases
with such  exceptions as are not material and do not interfere with the use made
and proposed to be made of such  property  and  buildings by the Company and its
subsidiaries.

      Section 4.12. Insurance.

      The  Company  and each of its  subsidiaries  are  insured by  insurers  of
recognized  financial  responsibility  against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in the
businesses in which the Company and its  subsidiaries  are engaged.  Neither the
Company nor any such  subsidiary has been refused any insurance  coverage sought
or applied for and neither the Company nor any such subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage  expires or to obtain similar  coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially
and adversely  affect the  condition,


                                       7
<PAGE>

financial or otherwise,  or the earnings,  business or operations of the Company
and its subsidiaries, taken as a whole.

      Section 4.13. Regulatory Permits

      The  Company  and its  subsidiaries  possess  all  material  certificates,
authorizations and permits issued by the appropriate  federal,  state or foreign
regulatory  authorities  necessary to conduct their respective  businesses,  and
neither  the  Company  nor any  such  subsidiary  has  received  any  notice  of
proceedings  relating to the revocation or modification of any such certificate,
authorization or permit.

      Section 4.14. Internal Accounting Controls

      The  Company  and each of its  subsidiaries  maintain a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to  maintain  asset  accountability,  and  (iii) the
recorded  amounts for assets is compared with the existing  assets at reasonable
intervals and appropriate action is taken with respect to any differences.

      Section 4.15. No Material Adverse Breaches, etc.

      Except as disclosed in the SEC  Documents,  neither the Company nor any of
its   subsidiaries  is  subject  to  any  charter,   corporate  or  other  legal
restriction,  or any judgment,  decree,  order,  rule or regulation which in the
judgment of the  Company's  officers  has or is expected in the future to have a
material  adverse  effect on the  business,  properties,  operations,  financial
condition,   results  of   operations   or  prospects  of  the  Company  or  its
subsidiaries.  Except as disclosed in the SEC Documents, neither the Company nor
any of its  subsidiaries is in breach of any contract or agreement which breach,
in the judgment of the Company's officers, has or is expected to have a material
adverse effect on the business,  properties,  operations,  financial  condition,
results of operations or prospects of the Company or its subsidiaries.

      Section 4.16. Tax Status

      Except  as set  forth in the SEC  Documents,  since  August  24,  2004 the
Company  and each of its  subsidiaries  has made and filed all federal and state
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject and (unless and only to the extent that the
Company  and each of its  subsidiaries  has set  aside on its  books  provisions
reasonably adequate for the payment of all unpaid and unreported taxes) has paid
all taxes and other  governmental  assessments  and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except  those  being  contested  in good  faith  and has set  aside on its books
provision  reasonably  adequate  for  the  payment  of  all  taxes  for  periods
subsequent to the periods to which such returns,  reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction,  and the officers of the Company know of no basis
for any such claim.


                                       8
<PAGE>

      Section 4.17. Employee Relations

      Neither the Company nor any of its  subsidiaries  is involved in any labor
dispute nor, to the knowledge of the Company or any of its subsidiaries,  is any
such dispute threatened. None of the Company's or its subsidiaries' employees is
a member of a union and the  Company  and its  subsidiaries  believe  that their
relations with their employees are good.

      Section 4.18. Certain Transactions

      Except as set  forth in the SEC  Documents  and  except  for arm's  length
transactions pursuant to which the Company makes payments in the ordinary course
of business  upon terms no less  favorable  than the Company  could  obtain from
third  parties and other than the grant of stock  options  disclosed  in the SEC
Documents,  none of the  officers,  directors,  or  employees  of the Company is
presently a party to any  transaction  with the Company (other than for services
as employees,  officers and  directors),  including  any contract,  agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for rental of real or  personal  property  to or from,  or  otherwise  requiring
payments to or from any officer,  director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or any such  employee has a  substantial  interest or is an
officer, director, trustee or partner.

      Section 4.19. Ownership of Pledged Property.

      The Company  warrants and  represents  that it is the legal and beneficial
owner of the Pledged  Property  free and clear of any lien,  security  interest,
option or other charge or encumbrance  except for the security  interest created
by this Agreement.

      Section 4.20. Use of Proceeds.

      The Company will use the proceeds from the Note for general  corporate and
working capital purposes.  The Company warrants and represents that it shall not
apply more than the aggregate  amount of Thirty  Thousand  Dollars  ($30,000) to
satisfy the loan from the  Irrevocable  Trust  Agreement  III, or any officer or
director.

                                   ARTICLE 5.

                                DEFAULT; REMEDIES

      Section 5.1. Default and Remedies.

            (a) If an Event of Default  described in Section  2.2(c)(i) and (ii)
occurs,  then in each such case the Secured Party may declare the Obligations to
be due and payable immediately,  by a notice in writing to the Company, and upon
any such declaration,  the Obligations shall become  immediately due and payable
and the Secured  Party can  immediately  exercise any of its rights and remedies
pursuant to the  Transaction  Documents or under any applicable law. If an Event
of Default  described in Sections  2.2(c)(iii)  or (iv) occurs and is continuing
for the period  set forth  therein,  then the  Obligations  shall  automatically
become immediately due and payable without  declaration or other act on the part
of the Secured Party


                                       9
<PAGE>

and the Secured  Party can  immediately  exercise any of its rights and remedies
pursuant to the Transaction Documents and under any applicable law.

            (b) Upon the  occurrence  of an Event of Default,  the Secured Party
shall: (i) be entitled to receive all distributions  with respect to the Pledged
Property,  (ii) to cause the Pledged Property to be transferred into the name of
the Secured Party or its nominee, (iii) to dispose of the Pledged Property, (iv)
to realize  upon any and all  rights in the  Pledged  Property  then held by the
Secured Party,  and (v) exercise any of its rights and remedies  pursuant to the
Transaction Documents and any applicable law.

      Section  5.2.  Method  of  Realizing  Upon  the  Pledged  Property:  Other
Remedies.

      Upon the occurrence of an Event of Default,  in addition to any rights and
remedies  available at law or in equity,  the following  provisions shall govern
the Secured Party's right to realize upon the Pledged Property:

            (a) Any item of the Pledged  Property  may be sold for cash or other
value in any number of lots at brokers board, public auction or private sale and
may be sold without  demand,  advertisement  or notice  (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and
place  or of the  time  after  which  a  private  sale  may be made  (the  "Sale
Notice")),  which notice period is hereby agreed to be commercially  reasonable.
At any  sale or sales  of the  Pledged  Property,  the  Company  may bid for and
purchase the whole or any part of the Pledged Property and, upon compliance with
the terms of such  sale,  may hold,  exploit  and  dispose  of the same  without
further  accountability  to the  Secured  Party.  The Company  will  execute and
deliver,  or cause to be executed and delivered,  such  instruments,  documents,
assignments,  waivers,  certificates,  and  affidavits and supply or cause to be
supplied such further  information  and take such further  action as the Secured
Party reasonably shall require in connection with any such sale.

            (b) Any cash being held by the Secured Party as Pledged Property and
all cash  proceeds  received  by the  Secured  Party  in  respect  of,  sale of,
collection  from,  or other  realization  upon  all or any  part of the  Pledged
Property shall be applied as follows:

                  (i) to the payment of all  amounts  due the Secured  Party for
the expenses  reimbursable to it hereunder or owed to it pursuant to Section 8.3
hereof;

                  (ii) to the payment of the Obligations then due and unpaid.

                  (iii) the balance,  if any, to the person or persons  entitled
thereto, including, without limitation, the Company.

            (c) In addition to all of the rights and remedies  which the Secured
Party may have pursuant to this  Agreement,  the Secured Party shall have all of
the rights and remedies provided by law, including,  without  limitation,  those
under the Uniform Commercial Code.

                  (i) If the  Company  fails  to pay such  amounts  due upon the
occurrence  of an Event of Default which is  continuing,  then the Secured Party
may institute a judicial  proceeding  for the  collection of the sums so due and
unpaid,  may  prosecute  such  proceeding  to


                                       10
<PAGE>

judgment  or final  decree and may  enforce  the same  against  the  Company and
collect the monies  adjudged or decreed to be payable in the manner  provided by
law out of the property of Company, wherever situated.

                  (ii)  The  Company  agrees  that it shall  be  liable  for any
reasonable fees,  expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection and  preservation of the  Transaction  Documents,
including,  without  limitation,  reasonable  legal fees and expenses,  and such
amounts shall be deemed  included as  Obligations  secured hereby and payable as
set forth in Section 8.3 hereof.

      Section 5.3. Proofs of Claim.

            In  case  of  the   pendency   of  any   receivership,   insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relating to the Company or the property of the Company
or of such other obligor or its creditors,  the Secured Party  (irrespective  of
whether the Obligations shall then be due and payable as therein expressed or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to the rights of Previous Security Holders, shall be entitled and empowered,  by
intervention in such proceeding or otherwise:

                  (i) to file and  prove a claim  for the  whole  amount  of the
Obligations  and to file such other  papers or  documents as may be necessary or
advisable in order to have the claims of the Secured Party  (including any claim
for the  reasonable  legal fees and expenses and other expenses paid or incurred
by the Secured  Party  permitted  hereunder  and of the Secured Party allowed in
such judicial proceeding), and

                  (ii) to  collect  and  receive  any  monies or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other
similar  official in any such judicial  proceeding  is hereby  authorized by the
Secured  Party to make such payments to the Secured Party and, in the event that
the Secured Party shall  consent to the making of such payments  directed to the
Secured  Party,  to pay to the Secured  Party any amounts  for  expenses  due it
hereunder.

      Section 5.4. Duties Regarding Pledged Property.

      The Secured Party shall have no duty as to the collection or protection of
the Pledged  Property  or any income  thereon or as to the  preservation  of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS

      The Company  covenants and agrees that, from the date hereof and until the
Obligations  have been fully paid and satisfied,  unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):


                                       11
<PAGE>

      Section 6.1. Existence, Properties, Etc.

            (a) The  Company  shall  do,  or cause to be done,  all  things,  or
proceed with due  diligence  with any actions or courses of action,  that may be
reasonably necessary (i) to maintain Company's due organization, valid existence
and good  standing  under  the laws of its state of  incorporation,  and (ii) to
preserve  and keep in full  force and effect all  qualifications,  licenses  and
registrations in those  jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or
cause to be done, any act impairing the Company's  corporate  power or authority
(i) to carry on the Company's business as now conducted,  and (ii) to execute or
deliver this Agreement or any other document  delivered in connection  herewith,
including,  without limitation,  any UCC-1 Financing  Statements required by the
Secured  Party  to  which  it is or  will  be a  party,  or  perform  any of its
obligations  hereunder or thereunder.  For purpose of this  Agreement,  the term
"Material  Adverse  Effect"  shall  mean any  material  and  adverse  affect  as
determined by Secured Party in its sole discretion,  whether  individually or in
the aggregate, upon (a) the Company's assets, business,  operations,  properties
or condition,  financial or otherwise;  (b) the Company's to make payment as and
when due of all or any part of the Obligations; or (c) the Pledged Property.

      Section 6.2. Financial Statements and Reports.

      The Company shall furnish to the Secured Party such  financial data as the
Secured  Party may  reasonably  request.  Without  limiting the  foregoing,  the
Company  shall  furnish to the Secured  Party (or cause to be  furnished  to the
Secured Party) the following:

            (a) as soon as practicable  and in any event within ninety (90) days
after the end of each  fiscal  year of the  Company,  the  balance  sheet of the
Company as of the close of such fiscal  year,  the  statement  of  earnings  and
retained  earnings  of the  Company  as of the close of such  fiscal  year,  and
statement of cash flows for the Company for such fiscal year,  all in reasonable
detail,  prepared in accordance with generally  accepted  accounting  principles
consistently  applied,  certified  by the chief  executive  and chief  financial
officers  of the  Company  as  being  true  and  correct  and  accompanied  by a
certificate of the chief executive and chief financial  officers of the Company,
stating  that the Company  has kept,  observed,  performed  and  fulfilled  each
covenant,  term and condition of this Agreement during such fiscal year and that
no Event of Default hereunder has occurred and is continuing,  or if an Event of
Default has  occurred  and is  continuing,  specifying  the nature of same,  the
period of  existence  of same and the action  the  Company  proposes  to take in
connection therewith;

            (b) within forty five (45) days of the end of each  quarter,  at the
request of the Secured  Party, a balance sheet of the Company as of the close of
such quarter,  and statement of earnings and retained earnings of the Company as
of  the  close  of  such  quarter,   all  in  reasonable  detail,  and  prepared
substantially  in  accordance  with  generally  accepted  accounting  principles
consistently  applied,  certified  by the chief  executive  and chief  financial
officers of the Company as being true and correct; and

            (c)  promptly  upon  receipt  thereof,  copies  of all  accountants'
reports  and  accompanying   financial  reports  submitted  to  the  Company  by
independent  accountants  in  connection  with each  annual  examination  of the
Company.


                                       12
<PAGE>

      Section 6.3. Accounts and Reports.

      The Company shall  maintain a standard  system of accounting in accordance
with generally accepted accounting principles  consistently applied and provide,
at its sole expense, to the Secured Party the following:

            (a)  as  soon  as   available,   a  copy  of  any  notice  or  other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets
and properties,  received  respecting any of the  indebtedness of the Company in
excess of $50,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $50,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

            (b) within fifteen (15) days after the making of each  submission or
filing,  a copy of any report,  financial  statement,  notice or other document,
whether periodic or otherwise,  submitted to the shareholders of the Company, or
submitted to or filed by the Company with any governmental  authority  involving
or affecting (i) the Company that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part  of the  Pledged  Property;  or  (iv)  any of the
transactions contemplated in this Agreement or the Note.

      Section 6.4. Maintenance of Books and Records; Inspection.

      The Company shall  maintain its books,  accounts and records in accordance
with generally accepted accounting  principles  consistently applied, and permit
the  Secured  Party  at  its  request,   its  officers  and  employees  and  any
professionals  designated by the Secured Party in writing,  at any time to visit
and inspect any of its  properties  (including but not limited to the collateral
security  described in the Transaction  Documents and/or the Loan  Instruments),
corporate books and financial records, and to discuss its accounts,  affairs and
finances with any employee,  officer or director  thereof,  provided the Secured
Party agrees not to disclose any such information.

      Section 6.5. Maintenance and Insurance.

            (a) The Company shall maintain or cause to be maintained, at its own
expense,  all of its assets and  properties in good working order and condition,
making all necessary repairs thereto and renewals and replacements thereof.

            (b) The Company shall maintain or cause to be maintained, at its own
expense, insurance in form, substance and amounts (including deductibles), which
the Company deems reasonably  necessary to the Company's business,  (i) adequate
to insure all assets and properties of the Company,  which assets and properties
are of a  character  usually  insured by persons  engaged in the same or similar
business  against loss or damage  resulting from fire or other risks included in
an extended coverage policy; (ii) against public liability and other tort claims
that may be incurred by the Company; (iii) as may be required by the Transaction
Documents  and/or  applicable  law and (iv) as may be  reasonably  requested  by
Secured Party, all with adequate, financially sound and reputable insurers.


                                       13
<PAGE>

      Section 6.6. Contracts and Other Collateral.

      The Company shall perform all of its obligations  under or with respect to
each  instrument,  receivable,  contract  and other  intangible  included in the
Pledged  Property  to which the Company is now or  hereafter  will be party on a
timely basis and in the manner therein required,  including, without limitation,
this Agreement.

      Section 6.7. Defense of Collateral, Etc.

      The Company shall defend and enforce its right,  title and interest in and
to any part of: (a) the Pledged  Property;  and (b) if not  included  within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse Effect,  the Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely  basis to the full extent  permitted by
applicable law.

      Section 6.8. Payment of Debts, Taxes, Etc.

      The Company shall pay, or cause to be paid,  all of its  indebtedness  and
other liabilities and perform, or cause to be performed,  all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged,  all taxes, assessments and other governmental charges
and levies  imposed upon it, upon any of its assets and  properties on or before
the last day on which the same may be paid without  penalty,  as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise) as and when due

      Section 6.9. Taxes and Assessments; Tax Indemnity.

      The  Company  shall (a) file all tax  returns  and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

      Section 6.10. Compliance with Law and Other Agreements.

      The Company shall  maintain its business  operations and property owned or
used in connection  therewith in  compliance  with (a) all  applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.


                                       14
<PAGE>

      Section 6.11. Notice of Default.

      The  Company  shall  give  written  notice  to the  Secured  Party  of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents or any other Loan  Instrument  or any other  agreement of
Company for the payment of money, promptly upon the occurrence thereof.

      Section 6.12. Notice of Litigation.

      The Company shall give notice, in writing, to the Secured Party of (a) any
actions,  suits or  proceedings  wherein  the  amount  at issue is in  excess of
$50,000,  instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute, not resolved within forty five (45)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

      Section 6.13. Reporting Status

      Until the date on which the entire  outstanding  principal and interest of
the Note has been  satisfied,  the  Company  shall  file in a timely  manner all
reports  required to be filed with the SEC  pursuant to the Exchange Act and the
regulations  of the SEC  thereunder,  and the Company  shall not  terminate  its
status as an issuer  required to file reports under the Exchange Act even if the
Exchange Act or the rules and regulations thereunder would otherwise permit such
termination.

      Section 6.14. Listings of Quotation

      The Company  shall  maintain  the listing or quotation of the Common Stock
upon  each  national  securities  exchange,  automated  quotation  system or The
National  Association  of Securities  Dealers Inc.'s  Over-The-Counter  Bulletin
Board  ("OTCBB") or other market,  if any, upon which shares of Common Stock are
then  listed or quoted  (subject to official  notice of  issuance).  The Company
shall maintain the Common Stock's authorization for quotation on the OTCBB.

      Section 6.15. Corporate Existence

      So long as any portion of the Note is outstanding,  the Company shall not,
without  the prior  written  consent of the  Secured  Party  which  shall not be
unreasonably   withheld,   directly  or   indirectly   consummate   any  merger,
reorganization, restructuring, reverse stock split consolidation, sale of all or
substantially all of the Company's assets or any similar  transaction or related
transactions (each such transaction,  an "Organizational  Change") unless, prior
to the consummation an  Organizational  Change,  the Company obtains the written
consent  of  the  Secured  Party.  In any  such  case,  the  Company  will  make
appropriate  provision  with respect to such  holders'  rights and  interests to
insure that the provisions of this Section 6.15 will thereafter be applicable to
the Note.


                                       15
<PAGE>

      Section 6.16. Transactions With Affiliates

      So long as any portion of the Note is outstanding,  the Company shall not,
and shall cause each of its  subsidiaries not to, enter into,  amend,  modify or
supplement,  or permit any subsidiary to enter into, amend, modify or supplement
any agreement,  transaction,  commitment,  or arrangement with any of its or any
subsidiary's officers,  directors,  person who were officers or directors at any
time during the previous two (2) years,  stockholders  who beneficially own five
percent (5%) or more of the Common Stock,  or Affiliates  (as defined  below) or
with  any  individual  related  by  blood,  marriage,  or  adoption  to any such
individual or with any entity in which any such entity or individual owns a five
percent (5%) or more beneficial  interest (each a "Related  Party"),  except for
(a) customary employment  arrangements and benefit programs on reasonable terms,
(b)  any  investment  in  an  Affiliate  of  the  Company,  (c)  any  agreement,
transaction, commitment, or arrangement on an arms-length basis on terms no less
favorable than terms which would have been  obtainable  from a person other than
such Related Party, (d) any agreement  transaction,  commitment,  or arrangement
which is approved by a majority of the  disinterested  directors of the Company,
for purposes  hereof,  any director who is also an officer of the Company or any
subsidiary of the Company shall not be a disinterested  director with respect to
any such agreement,  transaction,  commitment,  or arrangement.  "Affiliate" for
purposes hereof means,  with respect to any person or entity,  another person or
entity that, directly or indirectly,  (i) has a ten percent (10%) or more equity
interest  in that person or entity,  (ii) has ten  percent  (10%) or more common
ownership with that person or entity,  (iii) controls that person or entity,  or
(iv) shares common  control with that person or entity.  "Control" or "controls"
for  purposes  hereof  means that a person or entity  has the  power,  direct or
indirect, to conduct or govern the policies of another person or entity.

      Section 6.17. Restriction on Issuance of the Capital Stock

      So long as any portion of the Note is outstanding,  the Company shall not,
without the prior written consent of the Secured Party, (i) issue or sell shares
of Common  Stock or Preferred  Stock,  (ii) issue any  warrant,  option,  right,
contract,  call, or other security instrument  granting the holder thereof,  the
right to acquire Common Stock without,  (iii) enter into any security instrument
granting the holder a security interest in any and all assets of the Company, or
(iv) file any registration statement on Form S-8. Notwithstanding the foregoing,
with regard to the Form S-8 filed by the Company on March 17, 2005,  the Company
shall  be  permitted  to  issue  Common  Stock  or  securities   convertible  or
exercisable  into Common Stock for bona fide employee stock option plans only in
an aggregate amount not to exceed 10,000,000 shares,  provided that the purchase
price for any Common Stock or exercise or conversion price of any other security
is not  less  than the  closing  bid  price of the  Common  Stock as  quoted  by
Bloomberg, LP, on the date of issuance.

      Section 6.18. Transfer Agent

      In the event that the  Company's  agency  relationship  with the  transfer
agent is terminated  for any reason prior to a date which is two (2) years after
the Closing Date, the Company shall immediately appoint a new transfer agent.


                                       16
<PAGE>

                                   ARTICLE 7.

                               NEGATIVE COVENANTS

      The Company  covenants  and agrees  that,  from the date hereof  until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

      Section 7.1. Liens and Encumbrances.

      The Company shall not directly or indirectly make, create,  incur,  assume
or permit to exist any assignment, transfer, pledge, mortgage, security interest
or other lien or  encumbrance  of any  nature in, to or against  any part of the
Pledged Property or of the Company's  capital stock, or offer or agree to do so,
or own or acquire or agree to acquire  any asset or  property  of any  character
subject to any of the foregoing  encumbrances  (including any  conditional  sale
contract or other title retention  agreement),  or assign,  pledge or in any way
transfer or encumber  its right to receive any income or other  distribution  or
proceeds from any part of the Pledged  Property or the Company's  capital stock;
or enter into any  sale-leaseback  financing  respecting any part of the Pledged
Property as lessee,  or cause or assist the inception or  continuation of any of
the foregoing.

      Section 7.2.  Certificate of Incorporation,  By-Laws,  Mergers,
                    Consolidations, Acquisitions and Sales.

      Without  the prior  express  written  consent of the  Secured  Party,  the
Company shall not: (a) Amend its Certificate of  Incorporation  or By-Laws;  (b)
issue  or sell its  stock,  stock  options,  bonds,  notes  or  other  corporate
securities  or  obligations  except as otherwise  permitted  in the  Transaction
Documents  (as such term is defined in the Note);  (c) be a party to any merger,
consolidation or corporate reorganization, (d) purchase or otherwise acquire all
or  substantially  all of the  assets or stock of, or any  partnership  or joint
venture  interest  in, any other  person,  firm or entity,  (e) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets,  nor (f)  create  any  subsidiaries  nor convey any of its assets to any
subsidiary.

      Section 7.3. Management, Ownership.

      The Company shall not materially change its ownership,  executive staff or
management  without  the  prior  written  consent  of  the  Secured  Party.  The
ownership, executive staff and management of the Company are material factors in
the Secured Party's willingness to institute and maintain a lending relationship
with the Company.

      Section 7.4. Dividends, Etc.

      The Company  shall not declare or pay any dividend of any kind, in cash or
in property, on any class of its capital stock, nor purchase,  redeem, retire or
otherwise  acquire for value any shares of such stock, nor make any distribution
of any kind in respect thereof,  nor make any return of capital to shareholders,
nor make any payments in respect of any  pension,  profit  sharing,  retirement,
stock option,  stock bonus,  incentive  compensation  or similar plan (except as
required  or  permitted  hereunder),  without the prior  written  consent of the
Secured Party.


                                       17
<PAGE>

      Section 7.5. Guaranties; Loans.

      The  Company  shall not  guarantee  nor be liable in any  manner,  whether
directly or  indirectly,  or become  contingently  liable after the date of this
Agreement in connection  with the  obligations or  indebtedness of any person or
persons,  except  for  (i)  the  indebtedness  currently  secured  by the  liens
identified on the Pledged  Property  identified on Exhibit A hereto and (ii) the
endorsement  of  negotiable  instruments  payable to the  Company for deposit or
collection  in the ordinary  course of business.  The Company shall not make any
loan,  advance or  extension  of credit to any  person  other than in the normal
course of its business.

      Section 7.6. Debt.

      The  Company  shall  not  create,  incur,  assume  or  suffer to exist any
additional  indebtedness of any description whatsoever in an aggregate amount in
excess of $50,000  (excluding  any  indebtedness  of the  Company to the Secured
Party,  trade  accounts  payable and accrued  expenses  incurred in the ordinary
course of business and the endorsement of negotiable  instruments payable to the
Company,  respectively  for  deposit or  collection  in the  ordinary  course of
business).

      Section 7.7. Conduct of Business.

      The  Company  will  continue to engage,  in an  efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

      Section 7.8. Places of Business.

      The  location of the  Company's  chief place of business is 950 South Pine
Island Road, Suite A150-1094,  Plantation,  Florida 33324. The Company shall not
change the location of its chief place of business,  chief  executive  office or
any place of business  disclosed to the Secured Party or move any of the Pledged
Property  from its current  location  without  thirty  (30) days' prior  written
notice to the Secured Party in each instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS

      Section 8.1. Notices.

      All  notices or other  communications  required or  permitted  to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:


                                       18
<PAGE>

          If to the Secured Party:  Montgomery Equity Partners, Ltd.
                                    101 Hudson Street-Suite 3700
                                    Jersey City, New Jersey 07302
                                    Attention:  Mark Angelo
                                                Portfolio Manager
                                    Telephone:  (201) 986-8300
                                    Facsimile:  (201) 985-8266

          With a copy to:           David Gonzalez, Esq.
                                    101 Hudson Street - Suite 3700
                                    Jersey City, NJ 07302
                                    Telephone:  (201) 985-8300
                                    Facsimile:  (201) 985-8266

          And if to the Company:    Trust Licensing, Inc.
                                    950 South Pine Island Road - Suite A150-1094
                                    Plantation, Fl 33324
                                    Attention:  Jeffrey W. Sass
                                    Telephone:  (954) 727-8218
                                    Facsimile:  (954) 727-8219

          With a copy to:           McLaughlin & Stern, LLP
                                    260 Madison Avenue
                                    New York, NY 10016
                                    Attention:  David W. Sass, Esq.
                                    Telephone:  (212) 448-1100
                                    Facsimile:  (212) 448-6277

      Any party may  change  its  address  by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

      Section 8.2. Severability.

      If any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall attach only to such  provision and
shall not in any  manner  affect or render  invalid or  unenforceable  any other
severable  provision of this Agreement,  and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained herein.

      Section 8.3. Expenses.

      In the event of an Event of Default,  the Company  will pay to the Secured
Party the amount of any and all  reasonable  expenses,  including the reasonable
fees  and  expenses  of its  counsel,  which  the  Secured  Party  may  incur in
connection  with: (i) the custody or  preservation  of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the


                                       19
<PAGE>

exercise or enforcement  of any of the rights of the Secured Party  hereunder or
(iii) the  failure by the  Company to perform or observe  any of the  provisions
hereof.

      Section 8.4. Waivers, Amendments, Etc.

      The Secured  Party's  delay or failure at any time or times  hereafter  to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

      Section 8.5. Continuing Security Interest.

      This Agreement shall create a continuing  security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and (ii) be binding upon the Company and its  successors  and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns.  Upon the  payment  or  satisfaction  in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

      Section 8.6. Independent Representation.

      Each party hereto  acknowledges and agrees that it has received or has had
the opportunity to receive  independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to the substance of this Agreement.

      Section 8.7. Applicable Law: Jurisdiction.

      This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New Jersey  without regard to the principles of conflict of
laws.  The parties  further agree that any action between them shall be heard in
Hudson County,  New Jersey,  and expressly consent to the jurisdiction and venue
of the  Superior  Court of New Jersey,  sitting in Hudson  County and the United
States  District  Court for the  District of New Jersey  sitting in Newark,  New
Jersey  for the  adjudication  of any civil  action  asserted  pursuant  to this
Paragraph.

      Section 8.8. Waiver of Jury Trial.

      AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE  FINANCIAL  ACCOMMODATIONS  TO THE COMPANY,  THE COMPANY  HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN


                                       20
<PAGE>

ANY LEGAL  PROCEEDING  RELATED IN ANY WAY TO THIS  AGREEMENT  AND/OR ANY AND ALL
OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

      Section 8.9. Entire Agreement.

      This  Agreement  constitutes  the entire  agreement  among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       21
<PAGE>

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

                                         TRUST LICENSING, INC.

                                         By: /s/ Jeffrey W. Sass
                                             -----------------------------------
                                         Name:  Jeffrey W. Sass
                                         Title: CEO

                                         SECURED PARTY:
                                         MONTGOMERY EQUITY PARTNERS, LTD.

                                         By: /s/ Mark Angelo
                                             -----------------------------------
                                         Name:  Mark Angelo
                                         Title: Portfolio Manager


                                       22
<PAGE>

                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY

      For the purpose of securing prompt and complete payment and performance by
the  Company  of  all  of  the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:

            (a)  all  goods  of  the  Company,  including,  without  limitation,
machinery,  equipment, furniture,  furnishings,  fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of every  kind and  description,  now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and proceeds thereof,  arising from the sale or disposition  thereof,  and where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;

            (b) all inventory of the Company, including, but not limited to, all
goods, wares,  merchandise,  parts, supplies,  finished products, other tangible
personal  property,  including such inventory as is temporarily out of Company's
custody or  possession  and  including  any returns  upon any  accounts or other
proceeds,  including insurance proceeds,  resulting from the sale or disposition
of any of the foregoing;

            (c) all  contract  rights and general  intangibles  of the  Company,
including, without limitation,  goodwill, trademarks, trade styles, trade names,
leasehold interests,  partnership or joint venture interests, patents and patent
applications,  copyrights,  deposit  accounts  whether  now  owned or  hereafter
created;

            (d) all documents, warehouse receipts, instruments and chattel paper
of the Company whether now owned or hereafter created;

            (e) all accounts and other  receivables,  instruments or other forms
of  obligations  and  rights to  payment  of the  Company  (herein  collectively
referred  to as  "Accounts"),  together  with the  proceeds  thereof,  all goods
represented  by such  Accounts  and all such goods that may be  returned  by the
Company's  customers,  and  all  proceeds  of any  insurance  thereon,  and  all
guarantees,  securities  and liens which the Company may hold for the payment of
any such  Accounts  including,  without  limitation,  all rights of  stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will be bona  fide and  existing
obligations of its respective customers, arising out of the sale of goods by the
Company in the ordinary course of business;

            (f) to the extent assignable,  all of the Company's rights under all
present and future  authorizations,  permits,  licenses and franchises issued or
granted in connection with the operations of any of its facilities;

            (g)  all  products  and  proceeds  (including,  without  limitation,
insurance proceeds) from the above-described Pledged Property.


                                      A-1