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


1.     Identification.
       --------------

     This  Security  Agreement  (the  "Agreement"),  dated  for  identification
purposes  only  July __, 2001, is entered into by and between e-VideoTV, Inc., a
Delaware  corporation  ("Debtor"), Roy B. Bennett (the "Shareholder") and Laurus
Master  Fund  Ltd.  (the  "Lender").

2.     Recitals.
       --------

     2.1     The  Lender  has  made  a  loan  to  Debtor  (the  "Loan").

     2.2     The  Loan  is  evidenced  by  a  certain  Convertible  Note  in the
principal amount of $1,000,000 ("Note") and executed by Debtor as the "Borrower"
thereof,  for  the  benefit  of  Lender  as  the  "Holder"  thereof.

     2.3     In  order  to  induce  Lender  to make the Loan and as security for
Debtor's  performance of its obligations under the and an Subscription Agreement
entered  into  between Debtor and Lender relating to the Note (the "Subscription
Agreement"),  or  pursuant  to  other written instruments and agreements entered
into  by  the Debtor and Lender,  (collectively, the "Obligations"), Shareholder
for  good  and  valuable  consideration,  receipt  of which is acknowledged, has
agreed  to  grant  to the Lender, a security interest in the Collateral (as such
term is hereinafter defined), on the terms and conditions hereinafter set forth.
Such  Loans  are  specifically  made  with  recourse  as  to  Debtor.

2.4     Shareholder  shall  be responsible for no other costs or fees to Lender.
Upon  surrender  or  receipt by the Lender of the Collateral, all obligations of
Shareholder  shall  cease.

     Defined  Terms.  The  following  defined  terms  which  are  defined in the
     --------------
Uniform  Commercial  Code  in effect in the State of New York on the date hereof
are  used  herein as so defined:  Accounts, Chattel Paper, Documents, Equipment,
General  Intangibles,  Instruments,  Inventory  and  Proceeds.

3.     Grant  of  General  Security  Interest  in  Collateral.
       ------------------------------------------------------

     3.1     As  security  for  the  Obligations,  Shareholder hereby grants the
Lender  a  security  interest  in  the  Collateral.

     3.2     "Collateral"  shall  mean  all  of  the  following  property of the
Shareholder:  the  common stock of the Debtor as set forth on Schedule A hereto,
together  with  medallion signature guaranteed stock powers ("Security Shares").

     3.3     The  Lender  is  hereby  specifically  authorized  to  transfer any
Collateral  into  the  name  of the Lender and to take any and all action deemed
advisable  to  the  Lender  to  remove  any  transfer restrictions affecting the
Collateral  upon  an  Event  of  Default.

4.     Perfection  of  Security  Interest.
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     The  Collateral  shall be delivered to the Lender.  The Lender shall have a
perfected  security  interest  in  the  Collateral.

5.     Voting  Power.
       -------------

     5.1     Prior  to  any  Event  of  Default (as defined herein), Shareholder
shall  be  entitled  to  exercise  all  voting  power  pertaining  to any of the
Collateral

6.     Further  Action  By  Debtor;  Covenants  and  Warranties.
       --------------------------------------------------------

     6.1     Lender at all times shall have a perfected security interest in the
Collateral  which  shall  be  prior  to  any other unperfected interest therein.
Lender's  security  interest  in the Collateral constitutes and will continue to
constitute a first, prior and indefeasible security interest in favor of Lender.
Shareholder  will  do  all  acts  and  things,  and  will  execute  and file all
instruments  (including,  but  not  limited  to,  security agreements, financing
statements,  continuation  statements,  etc.)  reasonably requested by Lender to
establish,  maintain  and  continue the perfected security interest of Lender in
the  Collateral.

     6.2     Shareholder  will  not sell, transfer, assign or pledge those items
of  Collateral  and  Debtor  and Shareholder will not allow any such items to be
sold,  transferred,  assigned  or  pledged, without the prior written consent of
Lender.

     6.3     Debtor  and Shareholder will, at all reasonable times, allow Lender
or  its  representatives  free  and  complete  access  to  all  of Debtor 's and
Shareholder's  records  which  in  any  way  relate  to the Collateral, for such
inspection  and  examination  as  Lender  deems  necessary.

     6.4     Debtor,  at its sole cost and expense, will protect and defend this
Security  Agreement,  all  of the rights of Lender hereunder, and the Collateral
against  the  claims  and  demands  of  all  other  parties.

     6.5     Debtor  will promptly notify Lender of any levy, distraint or other
seizure  by legal process or otherwise of any part of the Collateral, and of any
threatened or filed claims or proceedings that might in any way affect or impair
any  of  the  rights  of  Lender  under  this  Security  Agreement.

     6.6     Lender  may,  at  its  option, and without any obligation to do so,
pay,  perform and discharge any and all amounts, costs, expenses and liabilities
herein  agreed  to  be  paid or performed by Debtor, and all amounts expended by
Lender  in  so  doing  shall  become part of the Obligations secured hereby, and
shall  be  immediately due and payable by Debtor to Lender upon demand and shall
bear  interest  at 18% per annum from the dates of such expenditures until paid.

     6.7     Upon  the  request  of  Lender, Debtor will furnish within five (5)
days  thereafter  to  Lender,  or  to  any  proposed  assignee  of this Security
Agreement,  a  written  statement  in  form  satisfactory  to  Lender,  duly
acknowledged,  certifying  the  amount  of the principal and interest then owing
under the Obligations, whether any claims, offsets or defenses exist against the
Obligations  or  against  this  Security  Agreement,  or  any  of  the terms and
provisions  of  any  other  agreement  of  Debtor  securing  the  Obligations.


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     6.8     Shareholder  represents and warrants that he is the true and lawful
exclusive  owner of the Collateral, free and clear of any liens and encumbrances
and  acquired the Security Shares for purposes of calculating the holding period
for  purposes  of  Rule 144 under the Securities Act of 1933 ("Rule 144") on the
dates  set  forth on Schedule A.  Shareholder makes the foregoing representation
to  the  Lender  and  any  transfer  agent  of  the Company's common stock as if
originally  made  to  such  transfer  agent.

     6.9     Shareholder  hereby agrees not to divest himself of any right under
the  Collateral  absent  prior  written  approval  of  the  Lender.

     6.10     Debtor  and  Shareholder  will  cooperate  and  provide  such
certificate,  resolutions, representations, legal opinions and all other matters
necessary  to  facilitate  a  transfer  or  sale  of  any part of the Collateral
pursuant  to  Rule 144.  Debtor and Shareholder are unaware of any impediment to
the  resale  of  the  security  by  the Lender pursuant to Rule 144.  Debtor and
Shareholder  will take no action that would impede or limit the Lender's ability
to  resell  all  the  Security  Shares pursuant to Rule 144.  For so long as any
Security Shares are subject to this Security Agreement, the Shareholder will not
sell any security of the Debtor which sale would be aggregated with sales by the
Lender  pursuant  to  Rule  144.  Debtor shall issue written instructions to its
transfer  agent  to  comply with the foregoing sentence.  Debtor will not permit
the  transfer of any security of the Debtor if such transfer would aggregate for
purposes  of  Rule  144  with  sales of the Security Shares by the Lender or any
sales  of  the Security Shares.  Shareholder represents and warrants that he has
not  sold  any  security  of the Debtor during the thirty (30) days prior to the
date  of  this  Agreement.

7.     Power  of  Attorney.
       -------------------

     Shareholder  hereby  irrevocably constitutes and appoints the Lender as the
true  and  lawful  attorney  of  Debtor  and  Shareholder,  with  full  power of
substitution,  in  the place and stead of Debtor and Shareholder and in the name
of  Debtor and Shareholder or otherwise, at any time or times, in the discretion
of  the  Lender,  to  take  any action and to execute any instrument or document
which  the  Lender may deem necessary or advisable to accomplish the purposes of
this  Agreement  which  Debtor  or  Shareholder  fail to take or fail to execute
within five (5) business days of the Lender's reasonable request therefor.  This
power  of  attorney is coupled with an interest, is irrevocable and shall not be
affected  by  any  subsequent disability or incapacity of Debtor or Shareholder.

8.     Performance  By  The  Lender.
       ----------------------------

     If  Debtor or Shareholder fail to perform any material covenant, agreement,
duty  or  obligation  of  Debtor or Shareholder under this Agreement, the Lender
may,  at  any time or times in its discretion, take action to effect performance
of  such  obligation.  All  reasonable  expenses  of  the  Lender  incurred  in
connection  with  the  foregoing  authorization  shall  be  payable by Debtor as
provided  in  Paragraph  12.1  hereof.  No  discretionary right, remedy or power
granted to the Lender under any part of this Agreement shall be deemed to impose
any  obligation  whatsoever  on  the  Lender  with respect thereto, such rights,
remedies  and  powers  being  solely  for  the  protection  of  the  Lender.

9.     Event  of  Default.
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     An  event  of default ("Event of Default") shall be deemed to have occurred
hereunder  upon the occurrence of any event of default as defined in the Note or
Subscription  Agreement.  Upon  and  after  any  Event  of  Default,  after  the
applicable  cure  period,  if  any,  any  or all of the Obligations shall become
immediately  due and payable at the option of the Lender, for the benefit of the
Lender,  and  the Lender may dispose of Collateral as provided below.  A default
by  Debtor or Shareholder of any of their obligations pursuant to this Agreement
including  but  not  limited  to  the obligations set forth in Section 6 of this
Agreement,  or  a  misrepresentation by Debtor or Shareholder of a material fact
stated  herein,  shall  be  deemed an Event of Default hereunder and an event of
default  as  defined  in  the  Obligations.

10.     Disposition  of  Collateral.
        ---------------------------

     10.1     Upon  and  after  any  Event  of Default which is then continuing,

          (a)     The  Lender  may  exercise its rights with respect to each and
every  component of the Collateral, without regard to the existence of any other
security  or source of payment for the Obligations or any other component of the
Collateral.  In  addition  to  other  rights and remedies provided for herein or
otherwise  available to it, the Lender shall have all of the rights and remedies
of  a  lender on default under the Uniform Commercial Code then in effect in the
State  of  New  York.

          (b)     If  any notice to Shareholder of the sale or other disposition
of  Collateral  is  required by then applicable law, five (5) days' prior notice
(or, if longer, the shortest period of time permitted by then applicable law) to
Shareholder  of  the  time  and place of any public sale of Collateral or of the
time  after  which  any  private sale or any other intended disposition is to be
made,  shall  constitute  reasonable  notification.

          (c)     The  Lender  is  authorized,  at  any such sale, if the Lender
deems  it  advisable to do so, in order to comply with any applicable securities
laws,  to  restrict  the  prospective  bidders or purchasers to persons who will
represent and agree, among other things, that they are purchasing the Collateral
for their own account for investment, and not with a view to the distribution or
resale  thereof,  or otherwise to restrict such sale in such other manner as the
Lender  deems  advisable  to  ensure such compliance. Sales made subject to such
restrictions  shall  be  deemed  to  have been made in a commercially reasonable
manner.

          (d)     All  cash  proceeds  received  by the Lender in respect of any
sale,  collection  or  other  enforcement or disposition of Collateral, shall be
applied  (after  deduction  of  any  amounts  payable  to the Lender pursuant to
Paragraph  12.1  hereof)  against  the  Obligations. Upon payment in full of all
Obligations,  Shareholder  shall  be  entitled  to the return of all Collateral,
including  cash,  which  has  not  been  used  or  applied toward the payment of
Obligations  or  used  or applied to any and all costs or expenses of the Lender
incurred  in  connection  with the liquidation of the Collateral (unless another
person  is legally entitled thereto). Any assignment of Collateral by the Lender
to  Shareholder  shall  be  without  representation  or  warranty  of any nature
whatsoever  and  wholly without recourse. The Lender may purchase the Collateral
and  pay  for such purchase by offsetting any sums owed to such Lender by Debtor
or  Shareholder  arising  under  the  Obligations  or  any  other  source.

          (e)     No  exercise  by  the  Lender of any right hereby given it, no
dealing  by  the  Lender  with  Debtor,  Shareholder or any other person, and no
change,  impairment  or suspension of any right or remedy of the Lender shall in
any  way affect any of the obligations of Debtor or Shareholder hereunder or any
Collateral  furnished  by Shareholder or give Debtor or Shareholder any recourse
against  the  Lender.


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<PAGE>
     10.2     The  Security Shares shall be released to the Shareholder upon the
sooner  of (i) complete satisfaction of the Obligations, or (ii) the  compliance
by  the  Debtor of its registration obligations set forth in Section 10.1(iv) of
the Subscription Agreement.  Notwithstanding anything contained in this Security
Agreement, or in the Subscription Agreement to the contrary, the Security Shares
that  have  not  been  released  pursuant  to  this  Security Agreement shall be
released  and returned promptly to the Shareholder upon the effectiveness of the
SB-2  registration  statement  required  to  be filed by the Company pursuant to
Section  10.1(iv)  of  the  Subscription  Agreement.

     11.     Waiver of  Automatic  Stay.  The Debtor and Shareholder acknowledge
             --------------------------
and  agree  that  should  a proceeding under any bankruptcy or insolvency law be
commenced  by  or against the Debtor or Shareholder, or if any of the Collateral
(as  defined  in  the  Security  Agreement)  should  become  the  subject of any
bankruptcy  or  insolvency  proceeding,  then  the Lender should be entitled to,
among  other relief to which the Lender may be entitled under the Note, Security
Agreement,  Subscription  Agreement and any other agreement to which the Debtor,
Shareholder,  or  Lender  are  parties,  (collectively  "Loan Documents") and/or
applicable  law,  an  order  from  the  court granting immediate relief from the
automatic  stay  pursuant  to  11  U.S.C.  Section  362  to permit the Lender to
exercise  all  of  its rights and remedies pursuant to the Loan Documents and/or
applicable  law.  THE  DEBTOR AND SHAREHOLDER EXPRESSLY WAIVE THE BENEFIT OF THE
AUTOMATIC  STAY  IMPOSED  BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE DEBTOR AND
SHAREHOLDER  EXPRESSLY  ACKNOWLEDGE AND AGREE THAT NEITHER 11 U.S.C. SECTION 362
NOR  ANY  OTHER  SECTION  OF  THE  BANKRUPTCY  CODE  OR  OTHER  STATUTE  OR RULE
(INCLUDING,  WITHOUT  LIMITATION,  11 U.S.C. SECTION 105) SHALL STAY, INTERDICT,
CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE LENDER TO ENFORCE ANY
OF  ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The
Debtor  and  Shareholder hereby consent to any motion for relief from stay which
may  be filed by the Lender in any bankruptcy or insolvency proceeding initiated
by  or  against  the  Debtor  and Shareholder, and further agree not to file any
opposition  to  any motion for relief from stay filed by the Lender.  The Debtor
and  Shareholder  represent,  acknowledge  and  agree  that  this provision is a
specific  and  material  aspect of this Agreement, and that the Lender would not
agree  to  the  terms  of  this Agreement if this waiver were not a part of this
Agreement.  The  Debtor and Shareholder further represent, acknowledge and agree
that  this waiver is knowingly, intelligently and voluntarily made, that neither
the  Lender  nor  any  person  acting  on  behalf  of  the  Lender  has made any
representations to induce this waiver, that the Debtor and Shareholder have been
represented  (or  has  had  the opportunity to be represented) in the signing of
this  Agreement  and  in  the making of this waiver by independent legal counsel
selected  by the Debtor and Shareholder and that the Debtor and Shareholder have
had  the  opportunity  to  discuss  this  waiver  with  counsel.  The Debtor and
Shareholder further agree that any bankruptcy or insolvency proceeding initiated
by  the  Debtor  or  Shareholder  will  only  be  brought  in  courts within the
geographic  boundaries  of  New  York  State.

12.     Miscellaneous.
        -------------

     12.1     Expenses.  Debtor  shall  pay to the Lender, on demand, the amount
              --------
of  any  and  all reasonable expenses, including, without limitation, attorneys'
fees, legal expenses and brokers' fees, which the Lender may incur in connection
with (a) sale, collection or other enforcement or disposition of Collateral; (b)
exercise  or  enforcement  of  any  the rights, remedies or powers of the Lender
hereunder  or  with  respect to any or all of the Obligations; or (c) failure by
Debtor  or  Shareholder  to  perform  and  observe  any  agreements of Debtor or
Shareholder  contained  herein  which  are  performed  by  the  Lender.


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     12.2     Waivers,  Amendment  and  Remedies.  No  course  of dealing by the
              ----------------------------------
Lender  and  no  failure  by  the  Lender to exercise, or delay by the Lender in
exercising,  any  right,  remedy  or  power  hereunder shall operate as a waiver
thereof,  and  no single or partial exercise thereof shall preclude any other or
further  exercise thereof or the exercise of any other right, remedy or power of
the  Lender.  No  amendment,  modification  or  waiver  of any provision of this
Agreement  and  no  consent to any departure by Debtor or Shareholder therefrom,
shall,  in  any  event, be effective unless contained in a writing signed by the
Lender,  and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given.  The rights, remedies and
powers  of  the  Lender,  not only hereunder, but also under any instruments and
agreements  evidencing  or securing the Obligations and under applicable law are
cumulative,  and  may be exercised by the Lender from time to time in such order
as  the  Lender  may  elect.

     12.3     Notices.  Any  notice or other communications under the provisions
              -------
of  this  Agreement  shall be given in writing and delivered to the recipient in
person, by reputable overnight courier or delivery service, by facsimile machine
(receipt  conformed)  with  a  copy  sent  by  first  class  mail on the date of
transmission,  or  by  registered  or  certified mail, return receipt requested,
directed  to its address set forth below (or to any new address of which a party
hereto  shall  have  informed  the  other  by the giving of notice in the manner
provided  herein):

                             [   ]

Any  party  may  change  its  address  by written notice in accordance with this
paragraph.

     12.4     Term:  Binding  Effect.  This  Agreement  shall (a) remain in full
              ----------------------
force  and  effect  until  payment  and  satisfaction  in  full  of  all  of the
Obligations;  (b)  be  binding upon Debtor and Shareholder, and their successors
and  assigns; and (c) inure to the benefit of the Lender, for the benefit of the
Lender  and  their  respective  heirs,  legal  representatives,  and affiliates.

     12.5     Captions.  The  captions  of  Paragraphs, Articles and Sections in
              --------
this  Agreement  have been included for convenience of reference only, and shall
not  define  or  limit  the  provisions  hereof  and  have  no  legal  or  other
significance  whatsoever.

     12.6     Governing  Law;  Venue;  Severability.  This  Agreement  shall  be
              -------------------------------------
governed  by  and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the extent
that  the  perfection  of the security interest granted hereby in respect of any
item  of  Collateral  may  be  governed by the law of another jurisdiction.  Any
legal  action  or  proceeding against the Debtor and Shareholder with respect to
this  Agreement  may be brought in the courts of the State of New York or of the
United  States  for  the  Southern  District  of New York, and, by execution and
delivery  of  this  Agreement,  each  of  the  Debtor  and  Shareholder  hereby
irrevocably  accepts  for  itself  and in respect of its property, generally and
unconditionally,  the  jurisdiction  of  the  aforesaid  courts.  The Debtor and
Shareholder  hereby  irrevocably  waive  any  objection  which  they  may now or
hereafter  have  to  the  laying  of  venue  of  any of the aforesaid actions or
proceedings  arising  out of or in connection with this Agreement brought in the
aforesaid  courts  and hereby further irrevocably waives and agrees not to plead
or  claim  in  any  such court that any such action or proceeding brought in any
such  court has been brought in an inconvenient forum.  If any provision of this
Agreement,  or  the  application  thereof to any person or circumstance, is held
invalid,  such  invalidity  shall  not  affect any other provisions which can be
given  effect  without the invalid provision or application, and to this end the
provisions  hereof  shall be severable and the remaining, valid provisions shall
remain  of  full  force  and  effect.


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<PAGE>
     12.7     Counterparts/Execution.  This  Agreement  may  be  executed in any
              ----------------------
number  of  counterparts  and  by  the  different signatories hereto on separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all  such  counterparts  shall constitute but one and the same instrument.  This
Agreement  may  be  executed  by  facsimile signature and delivered by facsimile
transmission.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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<PAGE>
IN  WITNESS  WHEREOF,  the undersigned have executed and delivered this Security
Agreement,  as  of  the  date  first  written  above.

                           "DEBTOR"
                           E-VIDEOTV,  INC.
                           a  Delaware  corporation

                           By:  _________________________________

                           Its: __________________________________

                           "SHAREHOLDER"

                           ___________________________________



                           "THE  LENDER"


                           ___________________________________
                           LAURUS  MASTER  FUND  LTD.


This  Security Agreement may be executed by facsimile signature and delivered by
confirmed  facsimile  transmission..


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