EXHIBIT 10.114(c)

                               SECURITY AGREEMENT

      This Security Agreement  (Agreement) is made, entered into and executed as
of  February  13, 2004 by and between NOW  Solutions,  LLC  (Debtor)  and Robert
Farias (Secured Party) with respect to the following:

                                    RECITALS

      A.  Debtor is  indebted  to Secured  Party for the  principal  sum of Five
Hundred Thousand Dollars ($500,000) (Obligation),  which Obligation is evidenced
by a promissory note (Note) of even date herewith,  wherein Debtor is a Borrower
and Secured Party is Lender.

      B.  Debtor  desires  to pledge to  Secured  Party  its  rights in  certain
intellectual  property and personal  property,  and the proceeds  therefrom,  as
security for the payment of the Note and for the  performance of the obligations
in this Security Agreement.

                                    AGREEMENT

      In  consideration  of the  Obligation,  which is of direct and substantial
benefit to Debtor,  the mutual  covenants  contained in this Agreement,  and for
other good and valuable considerations, the receipt and sufficiency of which are
acknowledged, Debtor agrees as follows:

      1. Definitions.

            (a) The term "Accounts" means any right to payment for goods sold or
leased,  or to be  sold  or to be  leased,  or for  services  rendered  or to be
rendered,  no matter how  evidenced,  including  accounts  receivable,  contract
rights,  general  intangibles,  notes, drafts,  acceptances,  and other forms of
obligations and receivables.

            (b)  The  term  "Collateral"  means  any and  all  intellectual  and
personal  property of Debtor that is hereby assigned or hereafter is assigned to
Secured Party as security or in which Secured Party now has or later  acquires a
security interest,  including but not limited to the personal property described
in Section 3 hereof.

            (c) The term "Debt(s)" or  "Obligation(s)"  means the payment of the
Note and the obligations and undertakings in this Security Agreement.

            (d) The term "Equipment" means all of Debtor's equipment,  including
all furniture,  fixtures,  machinery and equipment, whether the same constitutes
personal  property  or  fixtures,  now owned or  hereafter  acquired  by Debtor,
wherever  situated,  including all substitutions,  accretions,  component parts,
replacements  thereof  and  additions  thereto,  and  the  proceeds  of all  the
foregoing.


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            (e)  The  term  "Intellectual   Property"  means  (i)  each  of  the
copyrights  and rights and interests  capable of being  protected as copyrights,
which are presently, or in the future may be, owned, authored, acquired, or used
by Debtor including all proceeds thereof and all tangible property embodying the
copyrights;  (ii) each of the  trademarks  and  rights and  interests  which are
capable of being protected as trademarks,  which are presently, or in the future
may be,  owned,  created,  acquired,  or used by Debtor,  including all proceeds
thereof and all tangible  property  embodying the trademarks;  and (iii) each of
the patents and patent  applications  which are presently,  or in the future may
be, owned, issued,  acquired, or used by Debtor,  including all proceeds thereof
and all tangible property embodying the patents.

            (f) The term "inventory" means all of Debtor's inventory  consisting
of raw  materials,  work in process,  materials used or consumed in its business
and all  goods  held  for sale or lease or to be  furnished  under  contract  of
service,  or if they  have  been  leased  or so  furnished,  now  owned or later
acquired, wherever located.

      2. Grant of Security Interest.  Debtor hereby grants, conveys, and assigns
to Secured Party,  as collateral to secure the performance of the obligations of
Debtor as a maker under the Note,  all of Debtor's  existing  and future  right,
title and  interest  in, to and under the  property  listed in Section 3 of this
Agreement.  The security  interest  granted  herein in the  Collateral  shall be
junior to (i) Debtor 's present  indebtedness  to WAMCO 31,  Ltd  ("WAMCO"),  an
assignee  of  Coast  Business   Credit  or  its  successors  and  (ii)  Debtor's
indebtedness to Arglen Acquisitions,  LLC, ("Arglen") pursuant to the settlement
agreement,  dated December 4, 2003 (as amended). Secured Party agrees that WAMCO
will have the right to require,  as a condition  to its consent to any  security
interests provided to Secured Party herein, that Secured Party, as holder of the
additional security interest or lien sign an intercreditor  agreement on WAMCO's
then standard form, acknowledge that the security interest is subordinate to the
security  interest  in favor of WAMCO and Arglen.  Farias  agrees to execute any
documentation  reasonably  required  by Debtor to ensure  that  Secured  Party's
interest is subordinate to WAMCO and/or Arglen's interest, as the case may be.


      3.  Description  of  Property.  The  Collateral  subject  to the  security
interest is as follows:

            (a)  Intellectual  Property.  All of  Debtor's  present  and  future
Intellectual Property;

            (b) Equipment. All of Debtor's present and future Equipment.

            (c) Accounts Receivable. All of Debtor's present and future accounts
and accounts receivable, including all proceeds due under them;

            (d) Inventory.  All of Debtor's present and future inventory and the
proceeds and products thereof;


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            (e) Other  Property.  All of Debtor's  present and future cash, bank
accounts, contract rights, and general intangibles; whether any of the foregoing
is owned now or acquired later;

            (f)  Replacements.  All  accessions,  additions,  replacements,  and
substitutions  related  to any of the  foregoing  and all  records  of any  kind
relating to any of the foregoing; and

            (g) Proceeds.  All proceeds of the sale or other  disposition of any
of the Collateral described or referenced herein.

      Each and all of the  above  are  assigned  to  Secured  Party by Debtor as
security for any and all  Obligations  of Debtor to Secured  Party,  whether now
owing or later incurred and whether direct, indirect, absolute or contingent.

      4.  Covenants of Debtor.  Debtor  agrees and  covenants  that Debtor shall
promptly  pay  when  due  the  principal  of and  interest  on the  indebtedness
evidenced by the Note, and all other sums secured by this Agreement.

      5. Personal  Property Free of Security  Interests by Subsidiaries.  Debtor
represents  that  there  are no  security  agreements  or  financing  statements
covering  any  of  the   Collateral   or  its  proceeds  in  favor  of  Debtor's
subsidiaries.

      6.  Perfection  of Security  Interest.  Debtor  agrees to execute and file
financing  statements,  and do whatever  may be necessary  under the  applicable
Uniform  Commercial Code in the state or states where the Collateral is located,
to perfect and  continue  Secured  Party's  interest in the  Collateral,  all at
Debtor's sole cost and expense.

      7. Taxes and  Assessments.  Debtor  will pay or cause to be paid  promptly
when due all taxes and assessments on the Collateral.

      8.  Debtor  and Lien Not  Released.  Any  modification  of the  terms  and
conditions of the Note, to which all parties to the Note agree in writing, shall
not affect the obligations of (i) Debtor, (ii) Debtor's co-maker under the Note,
or (iii) Debtor's  successors or assigns under this  Agreement  and/or the Note,
and to observe the covenants of Debtor  contained  herein,  and shall not affect
the lien or priority of lien hereof on the Collateral.

      9.  Forbearance by Secured Party Not a Waiver.  Any forbearance by Secured
Party in  exercising  any right or remedy  hereunder,  or otherwise  afforded by
applicable  law,  shall not be a waiver of or preclude the exercise of any right
or remedy. The acceptance by Secured Party of payment of any sum secured by this
Agreement and/or under the Note after the due date of such payments shall not be
a waiver of Secured  Party's right to either  require prompt payment when due of
all other sums so  secured,  or to declare a default  for failure to make prompt
payment.


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      10. Uniform Commercial Code Security Agreement. This Agreement is intended
to be a security  agreement  pursuant to the Uniform  Commercial Code for any of
the items specified above as part of the Collateral which, under applicable law,
may be subject to a security interest  pursuant to the Uniform  Commercial Code,
and Debtor hereby  grants the Secured  Party a security  interest in said items.
Debtor  agrees  that  Secured  Party may file any  appropriate  document  in the
appropriate index as a financing  statement for any of the items specified above
as part of the Collateral.  In addition, Debtor agrees to execute and deliver to
Secured Party, upon Secured Party's request, any financing  statements,  as well
as  extensions,  renewals and  amendments  thereof,  and  reproductions  of this
Agreement and/or the Note, in such form as Secured Party may require, to perfect
a security  interest with respect to said items. Upon the occurrence of an Event
of Default (defined  below),  Secured Party shall have the remedies of a secured
party under the Uniform Commercial Code and, at Secured Party's option, may also
invoke the other remedies  provided in this Agreement and/or the Note as to such
items. In exercising any of said remedies, Secured Party may proceed against the
items  specified  above as part of the Collateral  separately or together and in
any order  whatsoever,  without in any way affecting the availability of Secured
Party's  remedies  under the Uniform  Commercial  Code or of the other  remedies
provided in this Agreement, the Security Instrument and/or the Note.

      11. Events of Default. The Debtor shall be in default under this Agreement
when any of the following events or conditions (Event of Default) occur:

            (a) The Debtor fails to comply with any term, obligation,  covenant,
or condition contained in this Agreement and/or the Note.

            (b) Any levy, seizure, attachment, lien, or encumbrance of or on the
Collateral  which is not discharged by Debtor within ten (10) days, or any sale,
transfer,  or disposition of any interest in the  Collateral,  other than in the
ordinary course of business or for commercially reasonable value.

      12.  Acceleration  in Case  of  Borrower's  Insolvency.  If  Debtor  shall
voluntarily file a petition under the federal  Bankruptcy Code, as such Code may
from time to time be amended,  or under any similar or successor federal statute
relating to bankruptcy,  insolvency,  arrangements or reorganizations,  or under
any state  bankruptcy  or  insolvency  act, or file an answer in an  involuntary
proceeding admitting insolvency or inability to pay debts, or if Debtor shall be
adjudged a bankrupt, or if a trustee or receiver shall be appointed for Debtor's
property,  or if the Collateral  shall become subject to the  jurisdiction  of a
federal  bankruptcy  court or similar  state  court,  or if Debtor shall make an
assignment  for the  benefit  of its  creditors,  or if there is an  attachment,
receivership,  execution or other judicial  seizure,  then Secured Party may, at
Secured Party's  option,  invoke any remedies  permitted by this Agreement.  Any
attorneys' fees and other expenses  incurred by Secured Party in connection with
Debtor's  bankruptcy  or any of the other  events  described  in this Section 12
shall be additional indebtedness of Debtor secured by this Agreement.


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      13.  Waiver  of  Marshaling.  Subject  to the  existence  of the  security
interest in the Collateral held by WAMCO or Arlgen,  as the case may be, Secured
Party  shall  have the right to  determine  the order in which any or all of the
Collateral shall be subjected to the remedies  provided by this Agreement and/or
the Note, and Secured Party shall have the right to determine the order in which
any or all portions of the indebtedness  secured by this Agreement are satisfied
from the proceeds  realized  upon the exercise of the remedies  provided in this
Agreement and/or the Note.

      14. Waiver of Jury Trial.  SECURED PARTY AND DEBTOR HEREBY WAIVE THE RIGHT
TO ANY  JURY  TRIAL  IN ANY  ACTION,  CROSS-COMPLAINT,  COUNTERCLAIM,  OR  OTHER
PROCEEDING  BASED  UPON,  ARISING  OUT OF,  OR IN ANY WAY  RELATING  TO (1) THIS
AGREEMENT,  OR (2) ANY OTHER PRESENT OR FUTURE  INSTRUMENT OR AGREEMENT  BETWEEN
SECURED  PARTY AND DEBTOR WITH  RESPECT TO THIS  AGREEMENT,  OR (3) ANY CONDUCT,
ACTS OR  OMISSIONS  OF  SECURED  PARTY OR  DEBTOR,  OR ANY OF  THEIR  RESPECTIVE
DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED  WITH SECURED PARTY OR DEBTOR,  OR ANY OF THEM,  WITH RESPECT TO THIS
AGREEMENT.

      15. Miscellaneous

            (a)  Remedies  Cumulative.  Each remedy  provided in this  Agreement
and/or the Note is distinct and cumulative to all other rights or remedies under
this  Agreement  and/or  the  Note  or  afforded  by law or  equity,  and may be
exercised concurrently, independently, or successively, in any order whatsoever.

            (b) Notices.  Any notices permitted or required under this Agreement
shall be deemed given upon the date of facsimile  transmission  addressed to the
respective parties as follows:

Secured Party: Robert Farias              To Debtor: Richard Wade
               3436 Verdugo Road, Ste.250            NOW Solutions, LLC
               Glendale, CA 91208                    Chase Texas Tower
                                                     201 Main Street, Suite 1455
                                                     Fort Worth, Texas 76102

            or at any other facsimile  number and address as any party may, from
time to time, designate by notice given in compliance with this Section 15.

            (c) Law Governing. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.

            (d) Titles and Captions. All section titles or captions contained in
this  Agreement  are for  convenience  only and shall not be deemed  part of the
context nor effect the interpretation of this Agreement.


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            (e)  Agreement  Binding.  This  Agreement  shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.

            (f) Presumption.  This Agreement or any section thereof shall not be
construed  against any party due to the fact that said  Agreement or any section
thereof was drafted by said party.

            (g) Further Action. The parties hereto shall execute and deliver all
documents,  provide all  information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.

            (h) Savings  Clause.  If any  provision  of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

      Executed as of the day and year first above stated.


Debtor:                                   Secured Party:

NOW SOLUTIONS, LLC,
  a Delaware limited liability company


By:____________________________           By:____________________________
         Authorized Officer                        Robert Farias


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