EXHIBIT 10.11

                               SECURITY AGREEMENT
                                    (PLEDGE)

                                                         Date: February 18, 2004

SCHOOLPOP, INC., a Delaware corporation, whose address is 3100 Five Forks
Trickum Road SW, Suite 401, Lilburn, Georgia 30047 (the "Borrower"), and ROBERT
SCELLATO, whose address is 4730 North 500 West, Bargersville, Indiana 46106 (the
"Lender"), agree as follows:

         1. SECURITY INTEREST. In consideration of any extension of credit
heretofore or hereafter made by Lender to Borrower, as evidenced by that certain
promissory note by Borrower payable to the Lender of even date herewith in the
original principal amount of One Million Two Hundred and 00/100 Dollars
($1,000,200.00) (the "Note"), the Borrower hereby pledges to the Lender and
gives the Lender a continuing and unconditional security interest (the "Security
Interest") in the following described property (the "Collateral"):

                        SEE EXHIBITA "A" ATTACHED HERETO

         2. INDEBTEDNESS SECURED. The borrowing relationship between Borrower
and Lender is to be a continuing one and is intended to cover numerous types of
extensions of credit, loans, overdraft payments, or advances made directly or
indirectly to Borrower. This Agreement and the Security Interest created by it
secures payment of the Note and all obligations of any kind owing by Borrower to
Lender pursuant to the Note, including any modifications, renewals and/or
extensions thereof, and also including, without limitation, any sums advanced
and any expenses or obligations incurred by Lender pursuant to this Agreement or
any other agreement concerning, evidencing or securing obligations of Borrower
to Lender pursuant to the Note, (the "Indebtedness").

         3. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants that Borrower has full right, power and authority to enter into this
Agreement and to pledge the Collateral to Lender.

         4. BORROWER'S WAIVERS. Borrower waives all requirements of presentment,
protest, demand and notice of dishonor or nonpayment to Borrower, or any other
party to the Indebtedness or the Collateral.

         5. BORROWER'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE
COLLATERAL. With respect to the Collateral, Borrower represents promises to
Lender that:

         Perfection of Security Agreement. Borrower agrees to execute financing
         statements and to take whatever other actions are requested by Lender
         to perfect and continue Lender's security interest in the Collateral.
         Upon request of Lender, Borrower will deliver to Lender any and all of
         the documents evidencing or constituting the Collateral, and Borrower
         will note Lender's interest upon any and all chattel paper if not
         delivered to Lender for possession by Lender. This is a continuing
         Security Agreement and will continue in effect even though for a period
         of time Borrower may not be indebted to Lender.

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         No Violation. The execution and delivery of this Agreement will not
         violate any law or agreement governing Borrower or to which Borrower is
         a party, and its certificate or articles of incorporation and bylaws do
         not prohibit any term or condition of this Agreement.

         Enforceability of Collateral. To the extent that Collateral consists of
         accounts, chattel paper, or general intangibles, as defined by the
         Uniform Commercial Code, the Collateral is enforceable in accordance
         with its terms, is genuine, and fully complies with all applicable laws
         and regulations concerning form, content and manner of preparation and
         execution, and all persons appearing to be obligated on the Collateral
         have authority and capacity to contract are in fact obligated as they
         appear to be on the Collateral. At the time any trade account, account
         receivable or other receivable, or other right to payment for goods
         sold or services rendered owing to Borrower (collectively, an
         "Account") becomes subject to a security interest in favor of Lender,
         the Account shall be a good and valid account representing an
         undisputed, bona fide indebtedness incurred by the account debtor, for
         merchandise held subject to delivery instructions or previously shipped
         or delivered pursuant to a contract of sale, or for services previously
         performed by Borrower with or for the account debtor. So long as this
         Agreement remains in effect, Borrower shall not, without Lender's prior
         written consent, compromise, settle, adjust, or extend payment under or
         with regard to any such accounts. There shall be no setoffs or
         counterclaims against any of the Collateral, and no Agreement shall
         have been made under which any deductions or discounts may be claimed
         concerning the Collateral except those disclosed to Lender in writing.

         Location of the Collateral. Except in the ordinary course of Borrower's
         business, Borrower agrees to keep the Collateral (or to the extent the
         Collateral consists of intangible property such as accounts or general
         intangibles, the records concerning the Collateral at Borrower's
         address shown above or at such other locations as are acceptable to
         Lender. Upon Lender's request, Borrower will deliver to Lender in form
         satisfactory to Lender's schedule of real properties and Collateral
         locations relating to Borrower's operations, including without
         limitation the following: (1) all real property Borrower owns or is
         purchasing; (2) all real property Borrower is renting or leasing; (3)
         all storage facilities Borrower owns, rents, leases or uses; and (4)
         all other properties where Collateral is or may be located.

         Removal of the Collateral. Except in the ordinary course of Borrower's
         business, including the sale of inventory, Borrower shall not remove
         the Collateral from its existing location without Lender's prior
         written consent. Borrower shall, whenever requested advise Lender of
         the exact location of the Collateral.

         Transactions Involving Collateral. Except for inventory sold or
         accounts collected in the ordinary course of Borrower's business, or as
         otherwise provided for in this Agreement, Borrower shall not sell,
         offer to sell, or otherwise transfer or dispose of the Collateral.
         While Borrower is not in default under this Agreement, Borrower may
         sell inventory, but only in the ordinary course of its business and
         only to buyers who qualify as a buyer in the ordinary course of


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         business. A sale in the ordinary course of Borrower's business does not
         include a transfer in partial or total satisfaction of a debt or any
         bulk sale. Borrower shall not pledge, mortgage, encumber or otherwise
         permit the Collateral to be subject to any lien, security interest,
         encumbrance, or charge, other than the security interest provided for
         in this Agreement, without the prior written consent of Lender. This
         includes security interests even if junior in right to the security
         interest granted under the Agreement. Unless waived by Lender, all
         proceeds from any disposition of the Collateral (for whatever reason)
         shall be held in trust for Lender and shall not be commingled with any
         other funds; provided, however, this requirement shall not constitute
         consent by Lender to any sale or other disposition. Upon receipt,
         Borrower shall immediately deliver any such proceeds to Lender.

         Title. Borrower represents and warrants to Lender that Borrower holds
         good and marketable title to the Collateral, free and clear from all
         liens and encumbrances except for the lien of this Agreement. No
         financing statement converting any of the Collateral is on file in any
         public office other than those which reflect the security interest
         created by this Agreement or to which Lender has specifically
         consented. Borrower shall defend Lender's rights in the Collateral
         against the claims and demands of all other persons.

         Repairs and Maintenance. Borrower agrees to keep and maintain, and to
         cause others to keep and maintain, the Collateral in good order, repair
         and condition at all times while this Agreement remains in effect.
         Borrower further agrees to pay when due all claims for work done on, or
         services rendered or material furnished in connection with, the
         Collateral so that no lien or encumbrance may ever attach to or be
         filed against the Collateral.

         Inspection of Collateral. Lender and Lender's designated
         representatives and agents shall have the right at all reasonable times
         to examine and inspect the Collateral whenever located.

         Taxes, Assessments and Liens. Borrower will pay when due, all taxes,
         assessments, and liens upon the Collateral, the use of operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Borrower may
         withhold any such payment or may elect to contest any lien if Borrower
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral is
         not jeopardized in Lender's sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15) days,
         Borrower shall deposit with Lender cash, a sufficient corporate surety
         bond or other security satisfactory to Lender in an amount adequate to
         provide for the discharge of the lien plus any interest, costs,
         reasonable attorneys fees or other charges that could accrue as a
         result of foreclosure or sale of the Collateral. In any contest,
         Borrower shall defend itself and Lender shall satisfy any final adverse
         judgment before enforcement against the Collateral. Borrower shall name
         Lender as an additional obligor under any surety bond furnished in the
         contest proceedings. Borrower further agrees to furnish Lender with
         evidence that such taxes, assessments, and government and other charges
         have been paid in full and in a timely manner. Borrower may withhold
         any such payment or may elect to contest any lien if Borrower is in
         good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral is
         not jeopardized.

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         Compliance with Government Requirements. Borrower shall comply promptly
         with all laws, ordinances, rules and regulations of all governmental
         authorities, now or hereinafter in effect, applicable to the ownership,
         production, disposition, or use of the Collateral, including all laws
         or regulations relating to the undue erosion of highly-erodible land or
         relating to the conversion of wetlands for the production of an
         agricultural product or commodity. Borrower may contest in good faith
         any such law, evidence or regulation and withhold compliance during any
         proceeding, including appropriate appeals, so long as Lender's interest
         in the Collateral, in Lender's opinion is not jeopardized.

         Hazardous Substances. Borrower represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used in violation of any state,
         federal and local statutes, regulations and ordinances relating to the
         protection of human health or the environment ("Environmental Laws") or
         for the generation, manufacture, storage, transportation, treatment,
         disposal, release or threatened release of any materials that, because
         of their quantity, concentration or physical, chemical or infectious
         characteristics, may cause or pose a present or potential hazard to
         human health or the environment when improperly used, treated, stored
         disposed of, generated, manufactured, transported or otherwise handled
         ("Hazardous Substance"). The representations and warranties contained
         herein are based on Borrower's due diligence in investigating the
         Collateral for Hazardous Substance. Borrower hereby (1) releases and
         waives any future claims against Lender for Indemnity or contribution
         in the event Borrower becomes liable for cleanup or other costs under
         any future claims against Lender for indemnity or contribution in the
         event Borrower becomes liable for cleanup or other costs under any
         Environmental Laws, and (2) agrees to indemnify and hold harmless
         Lender against any and all claims and losses resulting from a breach of
         this provision of this Agreement. This obligation to indemnify shall
         survive the payment of the Indebtedness and the satisfaction of this
         Agreement.

         Maintenance of Casualty Insurance. Borrower shall procure and maintain
         all risks insurance including, without limitation fire, theft and
         liability coverage together with such other insurances as Lender may
         require with respect to the Collateral in form, amounts, coverages and
         basis reasonably acceptable to Lender and issued by a company or
         companies reasonable acceptable to Lender. Borrower, upon request of
         Lender, will deliver to Lender, from time to time the policies or
         certificates of insurance in form satisfactory to Lender, including
         stipulations that coverage will not be cancelled or diminished without
         at least ten (10) days prior written notice to Lender and not including
         any disclaimer of the insurer's liability for failure to give such
         notice. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest, Borrower will provide Lender with such
         loss payable or other endorsements as Lender may require. If Borrower
         at any time fails to obtain or maintain any insurance as required under
         this Agreement, Lender may (but shall not be obligated to) obtain such
         insurance as Lender deeds appropriate, including if Lender so chooses
         "single interest insurance" which will cover only Lender's interest in
         the Collateral.

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         Application of Insurance Proceeds. Borrower shall promptly notify
         Lender of any loss or damage to the Collateral. Lender may make proof
         of loss if Borrower fails to do so within fifteen (15) days of the
         casualty. All proceeds of any insurance on the Collateral, including
         accrued proceeds thereon, shall be held by Lender as part of the
         Collateral. If Lender consents to repair or replacement of the damaged
         or destroyed Collateral, Lender shall, upon satisfactory proof of
         expenditures, pay or reimburse Borrower from the proceeds for the
         reasonable cost of repair or restoration. If Lender does not consent to
         repair or replacement of the Collateral, Lender shall retain a
         sufficient amount of the proceeds to pay all of the Indebtedness, and
         shall pay the balance to Borrower. Any proceeds which have not been
         disbursed within six (6) months after their receipt and which Borrower
         has not committed to the repair of restoration of the Collateral shall
         be used to prepay the Indebtedness.

         Insurance Reserves. Lender may require Borrower to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Borrower of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due dates, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds
         are insufficient, Borrower shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Borrower as they become due. Lender does not hold the reserve funds in
         trust for Borrower, and Lender is not the agent of Borrower for payment
         on the insurance premium required to be paid by Borrower. The
         responsibility for the payment of premiums shall remain Borrower's sole
         responsibility.

         Insurance Reports. Borrower, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         information as Lender may reasonably request including the following:
         (i) the name of the insurer; (ii) the risks insured; (iii) the amount
         of the policy; (iv) the property insured; (v) the then current value on
         the basis of which insurance has been obtained and the manner of
         determining that value; and (vi) the expiration date of the policy. In
         addition, Borrower shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement costs of the
         Collateral.

         Financing Statements. Borrower authorizes Lender to file a UCC-1
         financing statement, or alternatively, a copy of this Agreement to
         perfect Lender's security interest. At Lender's request, Borrower
         additionally agrees to sign all other documents that are necessary to
         perfect, protect, and continue Lender's security interest in the
         Property. Borrower will pay all filing fees, title, transfer fees, and
         other fees and costs involved unless prohibited by law or unless Lender
         is required by law to pay such fees and costs. Borrower irrevocably
         appoints Lender to execute financing statements and documents of title
         in Borrower's name and to execute all documents necessary to transfer
         title if there is a default. Lender may file a copy of this Agreement
         as a financing statement. If Borrower changes Borrower's name or
         address, or the name or address of any person granting a security
         interest under this Agreement changes, Borrower will promptly notify
         the Lender of such change.

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         6. BORROWER'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until
default and except as otherwise provided below with respect to accounts,
Borrower may have possession of the tangible personal property and beneficial
use of all of the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents (as defined in
Paragraph 8), provided that Borrower's right to possession and beneficial use
shall not apply to any Collateral where possession of the Collateral by Lender
is required by law to perfect Lender's security interest in such Collateral.
Until otherwise notified by Lender, Borrower may collect any of the Collateral
consisting of accounts. At any time and even though no Event of Default exists,
Lender may exercise the right to collect the accounts and to notify the account
debtors to make payments directly to Lender for application to the Indebtedness.
If Lender at any time has possession of any Collateral, whether before or after
an Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Borrower shall request or as Lender, in Lender's sole
discretion, shall deem appropriate under the circumstances, but failure to honor
any request by Borrower shall not of itself be deemed to be a failure to
exercise reasonable care. Lender shall not be required to take any steps
necessary to preserve all rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the
Indebtedness.

         7. LENDER'S EXPENDITURES. If any action or proceeding is commenced that
would materially affect Lender's interest in the Collateral or if Borrower fails
to comply with any provision of this Agreement or any Related Documents,
including but not limited to Borrower's failure to discharge or pay when due any
amounts Borrower is required to discharge or pay under this Agreement or any
Related Documents, Lender on Borrower's behalf may (but shall not be obligated
to) take any action that Lender deems appropriate, including, but not limited to
discharge or paying all taxes, liens, security interest, encumbrances and other
claims, at any time levied or placed on the Collateral and paying all costs for
insuring, maintaining, and preserving the Collateral. All such expenditures
incurred or paid by Lender for such purposes will then bear interest at the rate
charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become part of the indebtedness
and, at Lender's option, will (i) be payable on demand; (ii) be added to the
balance of the Note and be apportioned among and be payable with any installment
payments to become due during either (a) the term of any applicable insurance
policy; or (b) the remaining term of the Note; or (iii) be treated as a balloon
payment which will be due and payable at the Note's maturity. The Agreement also
will secure payment of these amounts. Such right shall be in addition to all
other rights and remedies to which Lender may be entitled upon Default.

         8. DEFAULT. Each of the following shall constitute an event of default
("Event of Default") under this Agreement:

         Payment Default. Borrower fails to make any payment when due under the
         Indebtedness.

         Other Defaults. Borrower fails to comply with or to perform any other
         term, obligation, covenant or condition contained in this Agreement or
         any notes, credit agreements, loan agreements, guarantees, security
         agreements, mortgages, deeds of trust, security deeds, collateral
         mortgages, and all other instruments, agreements and documents, whether


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         now or hereafter existing, executed in connection with the Indebtedness
         (the "Related Documents").

         Default in Favor of Third Parties. Borrower defaults under any loan,
         extension of credit, security agreement, purchase or sales agreement,
         or any other agreement, in favor of any other creditor or person that
         may materially affect any of Borrower's property or Borrower's ability
         to repay the Indebtedness or perform its obligations under this
         Agreement or any other Related Documents.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by Borrower or on Borrower's behalf under this
         Agreement or the Related Documents is false or misleading in any
         material respect, either now or at any time made or furnished or
         becomes false or misleading at any time thereafter.

         Defective Collateralization. This Agreement or any Related Document
         ceases to be in full force and effect including failure of any
         collateral document to create a valid and perfected security interest
         or lien) at any time for any reason.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other methods, by any creditor of Borrower or by
         any governmental agency, against any collateral securing the
         Indebtedness. However, this Event of Default shall not apply if there
         is a good faith dispute by Borrower as to the validity or
         reasonableness of the claim which is the basis of the creditor or
         forfeiture proceeding and if Borrower gives Lender written notice of
         the creditor or forfeiture proceeding and deposits with Lender monies
         or a surety bond for the creditor or forfeiture proceeding, in any
         amount determined by Lender, in his sole discretion, as being an
         adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the proceeding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any guaranty of the Indebtedness.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of this Note is impaired.

         Insecurity. Lender in good faith believes itself insecure.

         9. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under
this Agreement, at any time thereafter, Lender shall have all the rights of a
Lender under the Delaware Uniform Commercial Code. In addition and without


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limitation, Lender may exercise any one or more of the following rights and
remedies:

         Accelerate Indebtedness. Lender may declare the entire Indebtedness,
         including any prepayment penalty which the Borrower would be required
         to pay immediately due and payable, without notice of any kind to
         Borrower.

         Assemble Collateral. Lender may require Borrower to deliver all or any
         portion of the Collateral and any and all certificates of title and
         other documents relating to the Collateral. Lender may require Borrower
         to assemble the Collateral and make it available to Lender at a place
         to be designated by Lender. Lender also shall have full power to enter
         upon the property of Borrower to take possession of and remove
         Collateral. If the Collateral contains other goods not covered by this
         Agreement at the time of repossession, Borrower agrees Lender may take
         such other goods, provided that Lender make reasonable efforts to
         return them to Borrower after repossession.

         Sell the Collateral. Sell the Collateral. Lender shall have full power
         to sell, lease, transfer, or otherwise deal with the Collateral or
         proceeds thereof in Lender's own name or that of Borrower. Lender may
         sell the Collateral at public auction or private sale. Unless the
         Collateral continues to decline steadily in value or is of a type
         customarily sold on a recognized market, Lender will give Borrower, and
         other persons as required by law, reasonable notice of the time and
         place of any public sale, or the time after which any private sale or
         any other disposition of the Collateral is to be made. However, no
         notice need be provided to any person who, after Event of Default
         occurs, enter into and authenticates an agreement waiving that person's
         right to notification of sale. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation, the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral, shall become a part of the Indebtedness required by the
         Agreement and shall be payable on demand, with interest at the Note
         rate from date of expenditure until repaid.

         Appoint Receiver. Lender shall have the right to have a receiver
         appointed to take possession of all or any part of the Collateral, with
         the power to protect and preserve the Collateral, to operate the
         Collateral proceeding foreclosure or sale, and to collect the rents
         from the Collateral and apply the procedures, over and above the cost
         of the receivership, against the Indebtedness. The receiver may serve
         without bond if permitted by law. Lender's right to the appointment of
         a receiver shall exist whether or not the apparent value of the
         Collateral exceeds the Indebtedness by a substantial amount. Employment
         by Lender shall not disqualify a person from serving as a receiver.

         Collect Revenues. Lender, either itself or though a receiver, may
         collect the payments, rents, income, and revenues from the Collateral.
         Lender may at any time in Lender's discretion transfer any Collateral
         into Lender's own name or that of Lender's nominee and receive the
         payments, rents, income and revenue therefrom and hold the same as


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         security for the Indebtedness or apply it to payment of the
         Indebtedness in such order of preference as Lender may determine,
         insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, choaos in action, or
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose or realize on the Collateral as
         Lender may determine whether or not Indebtedness or Collateral is then
         due. For these purposes, Lender may, on behalf of and in the name of
         Borrower, receive open and dispose of mail addressed to Borrower,
         change any address to which mail and payments are to be sent and
         endorse notes, checks, drafts, money orders, documents of title,
         instruments and items pertaining to payment, shipment or storage of any
         Collateral. To facilitate collection, Lender may notify account
         Borrowers and obligors on any Collateral to make payment directly to
         Lender.

         Obtain Deficiency. If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Borrower for any
         deficiency remaining on the Indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement. Borrower shall be liable for a deficiency
         even if the transaction described in this subsection is a sale of
         assets or chattel paper.

         Other Rights and Remedies. Lender shall have the rights and remedies of
         a secured creditor under the provisions of the Uniform Commercial Code,
         as may be amended from time to time.

         Election of Remedies. Except as may be prohibited by applicable law,
         all of Lender's rights and remedies, whether evidenced by this
         Agreement, the Related Documents, or by any other writing, shall be
         cumulative and may be exercised singularly or concurrently. Election by
         Lender to pursue any remedy shall not exclude pursuit of any other
         remedy, and an election to make expenditures or to take action to
         perform an obligation of Borrower under this Agreement after Borrower's
         failure to perform shall not affect Lender's right to declare a default
         and exercise its remedies.

         10. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions
are a part of this Agreement:

         Amendment. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alternation of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Attorneys' Fees; Expenses: Borrower agrees to pay upon demand all of
         Lender's costs and expenses, including Lender's reasonable attorneys'
         fees and Lender's legal expenses, incurred in connection with the
         enforcement of this Agreement. Lender may hire or pay someone also to
         help enforce this Agreement, and Borrower shall pay the costs and
         expenses of such enforcement. Costs and expenses include Lender's
         reasonable attorneys' fees and legal expenses whether or not there is a
         lawsuit, including reasonable attorneys' fees and legal expenses for
         bankruptcy proceedings including efforts to modify or vacate any
         automatic stay or injunction, appeals and any anticipated post judgment
         collection services. Lender may also recover from Borrower all court,


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         alternative dispute resolution or other collection costs (including,
         without limitation, fees and charges of collection agencies) actually
         incurred by Lender.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Governing Law. This Agreement will be governed by, construed and
         enforced in accordance with federal law and the laws of the State of
         Delaware.

         No Waiver by Lender. Lender shall not be deemed to have waived any
         rights under this Agreement unless such waiver is given in writing and
         signed by Lender. No delay or omission on the part of Lender in
         exercising any right shall operate as a waiver of such right or any
         other right. A waiver by Lender of a provision of this Agreement shall
         not prejudice or constitute a waiver of Lender's right otherwise to
         demand strict compliance with that provision or any other provision of
         this Agreement. No prior waiver by Lender, nor any course of dealing
         between Lender and Borrower, shall constitute a waiver of any of
         Lender's rights or of any of Borrower's obligations as to any future
         transactions. Whenever the consent of Lender is required under this
         Agreement, the granting of such consent by Lender is any instance shall
         not constitute continuing consent to subsequent instances where such
         consent is required and in all cases such consent may be granted or
         withheld in the sole discretion of Lender.

         Notices. Any notice required to be given under this Agreement shall be
         given in writing, and shall be effective when actually delivered, when
         actually received by telefacsimile (unless otherwise required by law),
         when deposited with a nationally recognized overnight courier, or, if
         mailed, when deposited in the United States mail, as first class,
         certified or registered mail posted prepaid, delivered to the address
         shown near the beginning of this Agreement. Any party may change the
         address for notice under this Agreement by giving formal written notice
         to the other parties, specifying that the purpose of the notice is to
         change the party's address. For notice purposes, Borrower agrees to
         keep Lender informed at all times of Borrower's current address. Unless
         otherwise provided or required by law, if there is more than one
         Borrower, any notice given by Lender to any Borrower is deemed to be
         notice given to all Borrowers.

         Power of Attorney. Borrower hereby appoints Lender as Borrower's
         irrevocable attorney-in-fact for the purposes of executing any
         documents necessary to protect, amend, or to continue the security
         interest granted in this Agreement or to demand termination of filings
         of other secured parties. Lender may at any time, and without further
         authorization from Borrower, file a carbon, photographic or other
         reproduction of any financing statement or of this Agreement for use as
         a financing statement. Borrower will reimburse Lender for all expenses
         for the perfection and continuation of the perfection of Lender's
         security interest in the Collateral.

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be illegal, invalid, or unenforceable as to any


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<PAGE>

         circumstance, that finding shall not make the offending provision
         illegal, invalid or enforceable as to any other circumstance. If
         feasible, the offending provision shall be considered modified so that
         it becomes legal, valid and enforceable. If the offending provision
         cannot be so modified, it shall be considered deleted from this
         Agreement. Unless otherwise required by law, the illegality,
         invalidity, or unenforceablility of any provision of this Agreement
         shall not effect the legality, validity or enforceability of any other
         provision of this Agreement.

         Successors and Assigns. Subject any limitations stated in this
         Agreement on transfer of Borrower's interest, this Agreement shall be
         binding upon and insures to the benefit of the parties, their
         successors and assigns. If ownership of the Collateral becomes vested
         in a person other than Borrower, Lender, without notice to Borrower,
         may deal with Borrower's successors with reference to this Agreement
         and the indebtedness by way of forebearance or extension without
         releasing Borrower from the obligations of this Agreement or liability
         under theIindebtedness.

         Survival of Representations and Warranties. All representations,
         warranties, and agreements made by Borrower in this Agreement shall
         survive the execution and delivery of this Agreement, shall be
         continuing in nature, and shall remain in full force and affect until
         such time as Borrower's Indebtedness shall be paid in full.

         Time Is of the Essence. Time is of the essence in the performance of
         this Agreement.

         Waive Jury. All parties to this Agreement waive the right to any jury
         trial in any action, proceeding, or counterclaim brought by any party
         against any other party.

         Shelby County Bank Loan. This Security Agreement and the security
         interest of Lender granted hereunder shall be subject to that certain
         loan in the amount of $430,000 and related security interest in the
         assets of the Borrower in favor of Shelby County Bank dated as of
         January 30, 2004.

                           LENDER:

                           /s/ ROBERT SCELLATO
                           ---------------------------------------
                           ROBERT SCELLATO


                           BORROWER:

                           SCHOOLPOP, INC., a Delaware corporation


                           By: /s/ Paul Robinson
                               ------------------------------------------
                               Paul Robinson, Its Chief Executive Officer


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<PAGE>

                                  SCHEDULE "A"


                                   COLLATERAL



         The "Collateral" shall include all of the following, whether now owned
or hereafter acquired, whether now existing or hereafter arising:

         1.       All inventory, chattel paper, accounts, equipment and general
                  intangibles.

         2.       All accessions, attachments, accessories, tools, parts,
                  supplies, replacements and additions to any of the collateral
                  described herein.

         3.       All products and produce of any of the collateral described
                  herein.

         4.       All proceeds (including insurance proceeds) from the sale,
                  destruction, loss or other disposition of any of the
                  collateral described herein, and sums from the third party who
                  has damaged or destroyed the collateral or from that party's
                  insurer, whether due to judgment, settlement or other process.

         5.       All records and data relating to any of the collateral
                  described herein, whether in the form of a writing,
                  photograph, microfilm, microfiche or electronic media,
                  together with all Borrower's right title and interest in and
                  to all computer software required to utilize, create, maintain
                  and process any such records or data on electronic media.

                                       12