EXHIBIT 10.2
                                                                    ------------

                               SECURITY AGREEMENT
                               ------------------

     THIS SECURITY AGREEMENT (this "Agreement") is made and entered into as of
March 30, 2005 by TAG ENTERTAINMENT CORP., a Delaware corporation ("TAG Parent")
and TAG ENTERTAINMENT USA, INC., a California corporation ("TAG Subsidiary" and,
together with TAG Parent, the "Obligors"), in favor of SATELLITE STRATEGIC
FINANCE ASSOCIATES, LLC, a Delaware limited liability company (the "Secured
Party"). This Agreement is being executed and delivered by the Obligors and the
Secured Party in connection with that certain Securities Purchase Agreement,
dated as of March 30, 2005 (the "Purchase Agreement"), by and between TAG Parent
and the Secured Party. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings set forth in the Purchase Agreement.

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, pursuant to the terms of the Purchase Agreement, the Secured Party
has agreed to purchase from TAG Parent, and TAG Parent has agreed to sell to the
Secured Party, a Senior Secured Note in the principal amount of $1,150,000.00
(the "NOTE");

     WHEREAS, the Obligors shall derive substantial direct and/or indirect
benefits from the transactions contemplated by the Purchase Agreement and the
Note; and

     WHEREAS, it is a condition to the obligation of the Secured Party to
purchase the Note that the Obligors enter into this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the covenants set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Secured Party and the Obligors hereby
agree as follows.

                                   ARTICLE I
                         COLLATERAL; OBLIGATION SECURED
                         ------------------------------

     Section 1.1 Grant and Description. As security for the Obligors'
obligations under this Agreement, the Purchase Agreement, the Note, the
Subsidiary Guaranty and the other Transaction Documents, each Obligor hereby
grants to the Secured Party a continuing first priority security interest in and
Lien upon, and pledges to the Secured Party, all of such Obligor's right, title
and interest in, to and under all of such Obligor's assets, now owned or
hereafter acquired for so long as the Obligations (as defined herein) are
outstanding, including, without limitation, all of the following property and
interests in property of such Obligor; provided, however, that Permitted Liens
which have been imposed with respect to advances made to TAG Parent by film
distributors prior to the date of this Agreement and listed on Schedule I hereto
shall rank prior to the Liens granted to the Secured Party hereunder (such
Permitted Liens being referred to herein as the "Prior Permitted Liens")
(collectively and each individually, the "COLLATERAL"):



          (i) all films, motion pictures, videos now or hereafter owned by such
     Obligor, including all of such Obligor's copyright and other intellectual
     property rights therein and all of such Obligor's right, title and interest
     in, to and under the film, video tape and other media on which any of the
     foregoing is stored;

          (ii) all of such Obligor's tangible personal property, including,
     without limitation, all present and future goods, inventory and equipment
     (including items of equipment which are or become fixtures), software and
     computer hardware and software, now owned or hereafter acquired;

          (iii) all of such Obligor's intangible personal property, including,
     without limitation, all present and future accounts, securities, contract
     rights, permits, general intangibles, chattel paper, investment property,
     intellectual property, documents, instruments, deposit accounts,
     letter-of-credit rights and supporting obligations, rights to the payment
     of money or other forms of consideration of any kind, tax refunds,
     insurance proceeds (including, without limitation, proceeds of any life
     insurance policy), now owned or hereafter acquired, and all intangible and
     tangible personal property relating to or arising out of any of the
     foregoing; and

          (iv) any and all additions to any of the foregoing, and any and all
     replacements, products and proceeds (including insurance proceeds) of any
     of the foregoing.

     Section 1.2 Financing Statements; Further Assurances. Each Obligor hereby
authorizes the Secured Party to file, transmit or communicate, as applicable,
UCC financing statements and amendments in order to perfect the Secured Party's
first priority security interest in the Collateral without such Obligor's
signature to the extent permitted by applicable law; provided, however, that
Secured Party shall, upon request, provide a copy of such filings to such
Obligor. In addition to the foregoing, at any time upon the written request of
the Secured Party, each Obligor shall promptly (i) execute (or cause to be
executed) and deliver to the Secured Party, any and all agreements, financing
statements, certificates, instruments and other documents (the "Additional
Documents") upon which such Obligor's signature may be required and that the
Secured Party may reasonably request in form and substance satisfactory to the
Secured Party, and/or (ii) perform any acts; in each case, to perfect and
continue perfected or better perfect the Secured Party's security interest in
the Collateral (whether now owned or hereafter arising or acquired), and in
order to fully consummate all of the transactions contemplated hereby and under
the other Transaction Documents that the Secured Party reasonably believes to be
necessary as a result of any amendment to the Uniform Commercial Code in effect
from time to time in the State of Delaware or the State of California (as the
case may be, the "UCC"), provided, that any Additional Documents that require an
Obligor to assume any new obligations shall be subject to the review and
approval of such Obligor, such approval not to be unreasonably withheld or
delayed. To the maximum extent permitted by applicable law, each Obligor hereby
authorizes the Secured Party to execute any such Additional Documents in such
Obligor's name and authorize the Secured Party to file such executed Additional
Documents in any appropriate filing office. Each Obligor also hereby ratifies
its authorization for the Secured Party to have filed in any jurisdiction the
financing statements or amendments thereto filed prior to the date hereof (if


                                       2


any). Neither Obligor shall terminate, amend or file any correction statement
with respect to any UCC financing statement filed pursuant to this Agreement
without obtaining the prior written consent of the Secured Party. Each Obligor
appoints the Secured Party as such Obligor's attorney-in-fact, with a power of
attorney to execute on behalf of such Obligor such Additional Documents and
other similar instruments as the Secured Party may from time to time deem
necessary or desirable to protect or perfect the security interest in the
Collateral. Such power of attorney is coupled with an interest and shall be
irrevocable.

     Section 1.3 Obligations Secured. The Collateral and the power of collection
pertaining thereto shall secure any and all indebtedness, liabilities and
obligations of the Obligors to the Secured Party evidenced by and/or arising
pursuant to this Agreement, the Purchase Agreement, the Note, the Subsidiary
Guaranty or any other Transaction Document now existing or hereafter arising,
whether direct, indirect, related, unrelated, fixed, contingent, liquidated,
unliquidated, joint, several or joint and several, including, without
limitation, the obligations of the Company to repay principal of the Note, to
pay interest, if any, on the Note (including, without limitation, interest
accruing after any bankruptcy, insolvency, reorganization or other similar
filing) and to pay all fees, indemnities, costs and expenses (including
attorneys' fees) provided for in this Agreement, the Purchase Agreement, the
Note, the Subsidiary Guaranty or any other Transaction Document (collectively
the "OBLIGATIONS").

                                    ARTICLE II
                                    COVENANTS
                                    ---------

     Section 2.1 Duties of the Obligor Regarding Collateral. At all times from
and after the date hereof and until the Note has been indefeasibly paid in full,
each Obligor agrees that it shall:

          (a) Preserve the Collateral in good condition and order (ordinary wear
and tear excepted) and not permit it to be abused or misused;

          (b) Not allow any of the Collateral to be affixed to real estate,
except for any property deemed to be fixtures;

          (c) Maintain good and complete title to the Collateral subject only to
Permitted Liens;

          (d) Keep the Collateral free and clear at all times of all Liens other
than Permitted Liens;

          (e) Take or cause to be taken such acts and actions as shall be
necessary or appropriate to assure that the Secured Party's security interest in
the Collateral (other than the Prior Permitted Liens) shall not become
subordinate or junior to the security interests, Liens or claims of any other
Person;

          (f) Refrain from selling, assigning or otherwise disposing of any of
the Collateral or moving or removing any of the Collateral, without obtaining
the prior written consent of the Secured Party, or until all of the Obligations
have been fully performed and paid


                                       3


in full; provided, however, that concurrently with any disposition permitted by
this Section 2.1(f), (x) the security interest granted hereby shall
automatically be released from the Collateral so disposed, and (y) the security
interest shall continue in the Proceeds (as defined in the UCC) of such
Collateral or any property purchased with such Proceeds; and provided further,
that, the Secured Party shall execute and deliver, at such Obligor's sole cost
and expense, any releases or other documents reasonably requested by such
Obligor, that is in form and substance reasonably acceptable to the executing
party, confirming the release of the security interest in that portion of the
Collateral that is the subject of a disposition permitted by this Section
2.1(f);

          (g) Promptly provide to the Secured Party such financial statements,
reports, lists and schedules related to the Collateral and any other information
relating to the Collateral as the Secured Party may reasonably request from time
to time;

          (h) Upon reasonable notice, permit the Secured Party to inspect all
books and records of such Obligor relating to the Collateral at such times and
as often as the Secured Party may reasonably request; and

          (i) Promptly notify the Secured Party if any Event of Default (as
hereinafter defined) occurs.

     Section 2.2 Other Encumbrances. At all times after the date hereof and
until such time as there are no Obligations due to Secured Party, each Obligor
shall: (i) defend its title to, and the Secured Party's interest in, the
Collateral against all claims, (ii) take any action necessary to remove any
encumbrances on the Collateral other than Permitted Liens, and (iii) defend the
right, title and interest of the Secured Party in and to any of such Obligor's
rights in the Collateral.

     Section 2.3 Change Name or Location. At all times after the date hereof and
until such time as there are no Obligations due to Secured Party, neither
Obligor shall, except upon 30 days' prior written notice to the Secured Party,
change its company name or conduct its business under any name other than that
set forth herein or change its jurisdiction of organization or incorporation,
chief executive office, place of business from the current location.


                                   ARTICLE III
                                EVENTS OF DEFAULT
                                -----------------

     Section 3.1 Events of Default Defined. The occurrence of any of the
following events shall constitute an event of default under this Agreement
(each, an "EVENT OF DEFAULT"):

          (a) The failure of an Obligor to perform or comply in a material
respect with any act, duty or obligation required to be performed under this
Agreement if such failure is not remedied within ten (10) Business Days after
such Obligor receives written notice of such failure from the Secured Party,
provided, that if during such ten (10) Business Day period such Obligor is
diligently and in good faith taking steps to cure such breach, such period will
be extended from ten (10) Business Days to fifteen (15) Business Days;


                                       4


          (b) If any of the representations or warranties of an Obligor set
forth in this Agreement shall prove to have been incorrect in any material
respect when made, or becomes incorrect in any material respect and is not cured
within ten (10) Business Days after such Obligor receives written notice from
the Secured Party;

          (c) If any material portion of the Collateral shall be damaged,
destroyed or otherwise lost and such damage, destruction or loss is not covered
by insurance; or

          (d) If an "Event of Default" as defined in the Note shall have
occurred.

     Section 3.2 Rights and Remedies Upon Default. If an Event of Default shall
have occurred hereunder, the Secured Party may, at its option, without notice or
demand, declare the Obligations to be immediately due and payable. As to any
Collateral, the Secured Party shall have the rights and remedies of any secured
creditor under the UCC, such rights to be exercised in such order or manner as
the Secured Party may determine against the Obligors. If for any reason the
Secured Party should be required by law or otherwise to give notice to an
Obligor of the sale of any Collateral, such Obligor agrees that any written
notice sent by overnight delivery service not less than ten (10) calendar days
before the sale or mailed postage prepaid, return receipt requested, to such
Obligor's address listed below not less than fifteen (15) calendar days before
the sale shall be deemed reasonable and adequate.

     Section 3.3 Allocation of Proceeds. The Secured Party may determine the
order in which to apply funds received by it hereunder (e.g., the Secured Party
may determine to apply funds first to expenses, second to interest and third to
principal or the Secured Party may determine to apply funds first to interest,
second to expenses and third to principal).

                                   ARTICLE IV
                               ADDITIONAL REMEDIES
                               -------------------

     Upon the occurrence of an Event of Default, each Obligor shall:

          (a) Endorse any and all documents evidencing any Collateral (other
than any Collateral if and to the extent subject to the Prior Permitted Liens)
to the Secured Party, or as otherwise instructed by the Secured Party, and
notify any payor that said documents have been so endorsed and that all sums due
and owing pursuant to them should be paid directly to the Secured Party, or as
otherwise instructed by the Secured Party;

          (b) Turn over to the Secured Party, or as otherwise instructed by the
Secured Party, copies of all documents evidencing any right to collection of any
sums due such Obligor arising from or in connection with any of the Collateral;

          (c) Take any action reasonably required by the Secured Party with
reference to the Federal Assignment of Claims Act; and

          (d) Keep all of its books, records, documents and instruments relating
to the Collateral in such manner as the Secured Party may require.


                                       5


                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     The Obligors represents and warrants to the Secured Party as follows:

     Section 5.1 Title to Collateral. The Obligors are the owners of and have
good and marketable title to, or have a valid and subsisting leasehold interest
in, all of the Collateral.

     Section 5.2 No Other Encumbrances. Neither Obligor has granted, nor will it
grant, a security interest in the Collateral to any other individual or entity,
and such Collateral is free and clear of any mortgage, pledge, lease, trust,
bailment, lien, security interest, encumbrance, charge or other arrangement
(other than the Permitted Liens (including Prior Permitted Liens)).

     Section 5.3 Authority; Enforceability. The Obligors have the authority and
capacity to perform their obligations hereunder, and this Agreement is the valid
and binding obligation of the Obligors enforceable against the Obligors in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or general equitable principals, whether
applied in law or equity.

     Section 5.4 Company Name; Place of Business; Location of Collateral. Each
Obligor's true and correct company name, all trade name(s) under which it
conducts its business, its jurisdiction of organization or incorporation and
each of its chief executive office, its place(s) of business and the locations
of the Collateral or records relating to the Collateral are set forth in
Schedule II hereto.

     Section 5.5 Perfection; First Priority Security Interest. Upon the filing
of UCC financing statements with the appropriate office of the State of Delaware
with respect to TAG Parent or the State of California with respect to TAG
Subsidiary, the security interest in the Collateral granted hereunder shall
constitute at all times a valid first priority security interest (other than
with respect to Prior Permitted Liens and except where the Secured Party have
failed to file necessary continuation statements), perfected with respect to all
Collateral for which the filing of the UCC financing statements is a valid
method of perfection, vested in the Secured Party, in and upon the Collateral,
free and clear of any liens (other than the Permitted Liens (including Prior
Permitted Liens)).

                                   ARTICLE VI
                                  MISCELLANEOUS
                                  -------------

     Section 6.1 Survival; Severability. The representations, warranties,
covenants and indemnities made by the Obligors herein shall survive the
execution and delivery of this Agreement notwithstanding any due diligence
investigation made by or on behalf of the party seeking to rely thereon until
such time as there are no Obligations due to the Secured Party. In the event
that any provision of this Agreement becomes or is declared by a court of
competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and


                                       6


effect without said provision; provided, that in such case the parties shall
negotiate in good faith to replace such provision with a new provision which is
not illegal, unenforceable or void, as long as such new provision does not
materially change the economic benefits of this Agreement to the parties.

     Section 6.2 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the successors and
permitted assigns of the Secured Party. The Secured Party may assign its rights
hereunder in connection with any private sale or transfer of the Note in
accordance with the terms of the Purchase Agreement, in which case the term
"Secured Party" shall be deemed to refer to such transferee as though such
transferee was an original signatory hereto. Neither Obligor may assign its
rights or obligations under this Agreement.

     Section 6.3 Governing Law; Jurisdiction. This Agreement shall be governed
by and construed under the laws of the State of New York applicable to contracts
made and to be performed entirely within the State of New York. The Obligors
hereby irrevocably submit to the non-exclusive jurisdiction of the state and
federal courts sitting in the City of New York, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waive, and agree not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. The Obligors hereby irrevocably waive personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to the Obligors at the address in effect
for notices to them under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.

     Section 6.4 Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

     Section 6.5 Notices. Any notice, demand or request required or permitted to
be given by an Obligor or the Secured Party pursuant to the terms of this
Agreement shall be in writing and shall be deemed delivered (i) when delivered
personally or by verifiable facsimile transmission (immediately followed by
written confirmation delivered according to another mechanism provided by this
section), unless such delivery is made on a day that is not a Business Day, in
which case such delivery will be deemed to be made on the next succeeding
Business Day, (ii) on the next Business Day after timely delivery to an
overnight courier and (iii) on the Business Day actually received if deposited
in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid), addressed as follows:

          If to either Obligor:

          TAG Entertainment Corp.
          9916 South Santa Monica Blvd., 1st Floor
          Beverly Hills, California  90212


                                        7


          Attn:    Raymond J. Skiptunis
          Tel:     (310) 277-3700
          Fax:     (310) 277-3720

          with a copy to:

          Goldstein & DiGioia, LLP
          45 Broadway, 11th Floor
          New York, New York  10006
          Attn:    Michael A. Goldstein, Esq.
          Tel:     (212) 599-3322
          Fax:     (212) 557-029

          If to the Secured Party:

          Satellite Asset Management, L.P.
          623 Fifth Avenue, 20th Floor
          New York, NY 10022
          Attn:    Charles Gassenheimer
          Tel:     212-209-2087
          Fax:     212- 209-2020

          with a copy to:

          Duval & Stachenfeld LLP
          300 East 42nd Street
          New York, NY 10019
          Attn:    Robert L. Mazzeo
          Tel:     212-883-1700
          Fax:     212-883-8883

Either party may, by notice given in accordance with this Section 6.5, change
the address to which notices, demands and requests shall be sent to such party.

     Section 6.6 Entire Agreement; Amendments. This Agreement and the other
Transaction Documents constitute the entire agreement between the parties with
regard to the subject matter hereof and thereof, superseding all prior
agreements or understandings, whether written or oral, between or among the
parties. Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended except pursuant to a written instrument executed by
the Obligors and the Secured Party, and no provision hereof may be waived other
than by a written instrument signed by the party against whom enforcement of any
such waiver is sought.

     Section 6.7 No Waiver. The Secured Party shall not, by any act, any failure
to act or any delay in acting be deemed to have (i) waived any right or remedy
under this Agreement, any other Transaction Document or any document, agreement
or instrument made, delivered or given in connection with this Agreement or the
other Transaction Documents, or (ii) acquiesced in any


                                       8


Event of Default or in any breach of any of the terms and conditions of this
Agreement, any other Transaction Document or any document, agreement or
instrument made, delivered or given in connection with this Agreement or the
other Transaction Documents. No failure to exercise, nor any delay in
exercising, any right, power or privilege of the Secured Party under this
Agreement, any other Transaction Document or any document, agreement or
instrument made, delivered or given in connection with this Agreement or the
other Transaction Documents shall operate as a waiver of any such right, power
or privilege. No single or partial exercise of any right, power or privilege
under this Agreement, any other Transaction Document or any document, agreement
or instrument made, delivered or given in connection with this Agreement or the
other Transaction Documents shall preclude any other or further exercise of any
other right, power or privilege. A waiver by the Secured Party of any right or
remedy under this Agreement, any other Transaction Document or any other
document or instrument made, delivered or given in connection with this
Agreement or the other Transaction Documents on any one occasion shall not be
construed as a bar to any right or remedy that the Secured Party would otherwise
have on any future occasion.

     Section 6.8 Cumulative Remedies. The rights and remedies provided in this
Agreement are cumulative, may be exercised singly or concurrently, and are not
exclusive of any other rights or remedies provided by law.

     Section 6.9 Waivers of Jury Trial. Each Obligor hereby irrevocably and
unconditionally waives trial by jury in any legal action or proceeding relating
to this Agreement or any other Transaction Document to which it is a party and
for any counterclaim therein.

     Section 6.10 Compliance with the Transaction Documents. Each Obligor
covenants and agrees that on and after the date hereof and until all Obligations
have been paid and performed in full, such Obligor shall take, or will refrain
from taking, all actions that are necessary to be taken or not taken so that no
violation of any covenant or agreement of such Obligor or other Obligor
contained in the Purchase Agreement or any of the other Transaction Documents is
caused by the actions (or non-actions) of such Obligor or any of its Affiliates.
Each Obligor hereby agrees to pay all reasonable out-of-pocket costs and
expenses of the Secured Party in connection with the enforcement of this
Agreement and any amendment, waiver or consent relating hereto (including,
without limitation, reasonable legal fees and disbursements).

     Section 6.11 Waivers. Each Obligor acknowledges that the Obligations arose
out of a commercial transaction and hereby knowingly and intelligently waives
any right to require the Secured Party to (i) proceed against any person or
entity, (ii) proceed against any other collateral under any other agreement,
(iii) pursue any other remedy available to the Secured Party, or (iv) make
presentment, demand, dishonor, notice of dishonor, acceleration and/or notice of
non-payment.

     Each Obligor further waives any defense that it may have to the exercise by
the Secured Party of its rights under this Agreement, other than the defense
that the Obligations have fully been paid and performed.


                                       9


     Section 6.12 Attorney-in-Fact. Each Obligor appoints the Secured Party its
true attorney-in-fact to perform any of the following powers, which are
irrevocable until termination of this Agreement or the satisfaction in full of
the Obligations, and may be exercised, from time to time, by the Secured Party's
duly authorized officers and employees or any of them if an Event of Default
occurs: (i) to perform any obligation of such Obligor hereunder in such
Obligor's name or otherwise; (ii) to collect by legal proceedings or otherwise
all dividends, interest, principal or other sums now or hereafter payable upon
or on account of the Collateral, to accept other property in exchange for the
Collateral, and any money or property received in exchange for the Collateral
may be applied to the Obligations or held by the Secured Party under this
Agreement; (iii) to make any compromise or settlement the Secured Party deems
desirable or proper in respect of the Collateral; and (iv) to insure, process
and preserve the Collateral. The foregoing power of attorney shall take effect
only upon an Event of Default.

     Section 6.13 Cross Default. Each Obligor agrees and acknowledges that
during any period in which any Obligations remain outstanding, a default under
the terms of this Agreement shall constitute a default under the other
Transaction Documents, and a default under any of the other Transaction
Documents shall constitute a default under this Agreement.

     Section 6.14 Fees and Expenses. On demand by the Secured Party, without
limiting any of the terms of any other Transaction Document, the Obligors are
jointly and severally obligated to pay all reasonable fees, and out-of-pocket
costs, and expenses (including, without limitation, reasonable attorneys' fees
and legal expenses) incurred by the Secured Party in connection with (i) filing
or recording any documents (including all taxes in connection therewith) in
public offices; and (ii) paying or discharging any taxes, counsel fees,
maintenance fees, encumbrances, or other amounts in connection with protecting,
maintaining, or preserving the Collateral or defending or prosecuting any
actions or proceedings arising out of or related to the Collateral.

     Section 6.15 Release. No transfer or renewal, extension, assignment or
termination of this Agreement or of any instrument or document executed and
delivered by an Obligor or any other obligor to the Secured Party, nor
additional advances made by the Secured Party to an Obligor, nor the taking of
further security, nor the retaking or re-delivery of the Collateral to an
Obligor by the Secured Party nor any other act of the Secured Party shall
release either Obligor from any Obligation, except a release or discharge
executed in writing by the Secured Party with respect to such Obligation or upon
full payment and satisfaction of all Obligations and termination of the Note. At
such time the Obligations have been satisfied in full, the Secured Party shall
execute and deliver to each Obligor all assignments and other instruments as may
be reasonably necessary or proper to terminate the Secured Party's security
interest in the Collateral, subject to any disposition of the Collateral that
may have been made by the Secured Party pursuant to this Agreement. For the
purpose of this Agreement, the Obligations shall be deemed to continue if either
Obligor enters into any bankruptcy or similar proceeding at a time when any
amount paid to the Secured Party could be ordered to be repaid as a preference
or pursuant to a similar theory, and shall continue until it is finally
determined that no such repayment can be ordered.

     Section 6.16 Marshalling and Other Matters. Each Obligor hereby waives, to
the extent permitted by law, the benefit of all appraisement, valuation, stay,
extension, reinstatement and

                                       10


redemption laws now or hereafter in force and all rights of marshalling in the
event of any sale hereunder of the Collateral or any part thereof or any
interest therein. Further, each Obligor hereby expressly waives any and all
rights of redemption from sale under any order or decree of foreclosure of this
Agreement on behalf of such Obligor, and on behalf of each and every person
acquiring any interest in or title to the Collateral subsequent to the date of
this Agreement and on behalf of all persons to the extent permitted by
applicable law.


                           [Signatures Page to Follow]


                                       11


     IN WITNESS WHEREOF, the Obligors and the Secured Party have duly executed
this Agreement as of the date first written above.

                                     OBLIGORS:

                                     TAG ENTERTAINMENT CORP., a Delaware
                                     corporation


                                     By:
                                         ---------------------------------------
                                         Name: Steve Austin
                                         Title:  Chief Executive Officer


                                     TAG ENTERTAINMENT USA, INC., a California
                                     corporation


                                     By:
                                         ---------------------------------------
                                         Name: Steve Austin
                                         Title:  Chief Executive Officer


                                     SECURED PARTY:

                                     SATELLITE STRATEGIC FINANCE ASSOCIATES, LLC


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:



                                   SCHEDULE I

Prior Permitted Lien
--------------------

SECURED PARTY              SECURITY INTEREST GRANTED                AMOUNT




                                   SCHEDULE II
                                   -----------

               LIST OF COLLATERAL LOCATIONS, EXECUTIVE OFFICES AND
            JURISDICTION OF ORGANIZATION OR INCORPORATION OF OBLIGORS
            ---------------------------------------------------------


TAG ENTERTAINMENT CORP.

Collateral Location:  9916 South Santa Monica Blvd., 1st Floor, Beverly Hills,
California 90212

Executive Officers:  9916 South Santa Monica Blvd., 1st Floor, Beverly Hills,
California 90212

Jurisdiction of Incorporation: State of Delaware


TAG ENTERTAINMENT USA, INC.

Collateral Location:  9916 South Santa Monica Blvd., 1st Floor, Beverly Hills,
California 90212

Executive Officers:  9916 South Santa Monica Blvd., 1st Floor, Beverly Hills,
California 90212

Jurisdiction of Incorporation:  State of California