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CONNECTICUT BANK OF COMMERCE
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                               SECURITY AGREEMENT

                                     BETWEEN

                  KNOWLEDGE ACQUISITION CORPORATION, as Pledgor

                                       AND

                 CONNECTICUT BANK OF COMMERCE, as Secured Party

     This Security Agreement (this "Agreement") made this 16th day of August
2001 by and between Knowledge Acquisition Corporation, a corporation organized
under the laws of New York, with its principal place of business at 100
Sunnyside Blvd., Woodbury, New York 11797 (hereinafter the "Pledgor")
(telecopier no. (516) 677-6111) and CONNECTICUT BANK OF COMMERCE, a commercial
bank organized under the laws of the State of Connecticut, with an office
located at 90 Broad Street, New York, New York 10004 (hereinafter the "Bank")
(telecopier no.(212) 859-5771).

     1. Security Interest

         As security for the payment and performance of all indebtedness,
liabilities, agreements and obligations of 5B Technologies Group, Inc. (the
"Borrower") to the Bank, of Pledgor to the Bank, and of each other Guarantor (as
defined in the Credit Agreement dated the date hereof by and between Borrower
and the Bank as it may hereafter be amended, modified, supplemented or renewed
from time to time (the "Credit Agreement")) to the Bank, in each case now
existing or hereafter incurred, direct or contingent, due or to become due, of
every kind and description, including, but not limited to, any advances made by
the Bank and all indebtedness, liabilities, agreements and obligations of
Borrower to the Bank under the Credit Agreement (all such indebtedness,
liabilities, agreements and obligations, are hereinafter collectively called the
"Obligations"), Pledgor hereby pledges to the Bank and grants the Bank a present
lien and security interest in (a) all of Pledgor's personal property and
fixtures, whether now or hereafter existing or now owned or hereafter acquired
and wherever located, of every kind and description, tangible and intangible,
including, without limitation, the balance of every lockbox, blocked or other
deposit account now or hereafter existing of Pledgor, whether maintained with
the Bank or not, any other claim of Pledgor against the Bank, now or hereafter
existing, and all goods, equipment, furniture, inventory, accounts, contract
rights, chattel paper, notes receivable, investment property, financial assets
and all other stocks, bonds, mutual fund shares, money market shares and U.S.
Governmental securities, all letter-of-credit rights and letters of credit, all
instruments and documents, including, without limitation, documents of title,
warehouse receipts and all other shipping documents and instruments of any kind
whatsoever whether relating to goods in transit or otherwise, all rights to
payment evidenced by chattel paper or instruments, all general intangibles,
payment intangibles, credits, claims, demands and any other obligations of any
kind, whether now or hereafter arising, of or owing to Pledgor, and the balance
of every lockbox, blocked or other deposit account now or hereafter existing of
Pledgor with any agent for the Bank, correspondent bank of the Bank or other
unaffiliated bank, and any and all additions and accessions thereto, all
substitutions and replacements therefor and all products and proceeds thereof
and proceeds of insurance thereon, (b) all choses in action, any rights arising
under any judgment, statute or rule, all corporate and business records,
customer lists, credit files, computer program printouts, and other computer
materials and records, all inventories, trademarks, trade styles, designs,
patents, copyrights, licenses, license agreements, and any applications for
patents and/or trademarks,

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including, without limitation, in connection with such trademarks, trade styles,
designs, patents, copyrights, licenses, licenses agreements, and any
applications for patents and/or trademarks, any and all reissues, divisions,
continuations, reexaminations, renewals and extensions thereof (whether in whole
or in part), any and all rights corresponding thereto throughout the world, and
the good will of the business to which each relates, and any and all accounts,
contract rights, warranties, litigation claims and rights and other general
intangibles related to any of the foregoing, in each case whether now existing
or hereafter acquired or created, whether owned, leased, licensed, beneficially
or of record, and whether owned, leased or licensed individually, jointly or
otherwise, and all payments and other distributions with respect thereto and any
renewals, continuations, modifications and extensions of any and all of the
foregoing, (c) upon request by the Bank, all commercial tort claims it may have
against any Person (insofar as any earlier grant thereof under this Agreement
was not effective under applicable law) and (d) any and all additions and
accessions to the foregoing, all substitutions and replacements therefor and all
products and proceeds thereof and proceeds of insurance thereon (all of the
property listed in (a), (b), (c) and (d) is hereinafter collectively referred to
as the "Collateral").

         The term "accounts" shall mean, without limiting the generality of the
foregoing, any right to payment of a monetary obligation, whether or not earned
by performance, and whether in the form of accounts receivable, notes, drafts,
acceptances or other forms of obligations and receivables now or hereafter
received by or belonging to Pledgor for (a) inventory sold or leased by it, (b)
advances or loans made by it to customers or (c) any other purpose described in
the Uniform Commercial Code, together with all proceeds thereof, whether cash
proceeds or otherwise, including, without limitation, all right, title and
interest of the Pledgor in the inventory which gave rise to any such accounts,
including without limitation, the right to stoppage in transit and all returned,
rejected, rerouted or repossessed inventory. The term "inventory" shall include,
without limiting the generality of the foregoing, raw materials, goods or work
in process, materials used or consumed in a business, finished products, goods
that are leased, goods that are held for sale or lease, goods that are furnished
or to be furnished under a contract of service, returns and all supplies, goods,
incidentals, packaging materials and all other items which contribute to the
finished product or to the promotion or sale thereof and all additions thereto,
substitutions therefor and the proceeds and products thereof. All terms defined
in the Uniform Commercial Code and not otherwise defined herein have the
meanings assigned to them in the Uniform Commercial Code.

     2. Pledgor's Title; Liens and Encumbrances.

         Pledgor represents and warrants that Pledgor is, or to the extent that
this Security Agreement states that the Collateral is to be acquired after the
date hereof, will be, the owner of the Collateral, having good and marketable
title thereto, free from any and all liens, security interest, encumbrances and
claims. Pledgor will not create or assume or permit to exist any such lien,
security interest, encumbrance or claim on or against the Collateral except as
created by this Security Agreement, and will promptly notify the Bank of any
such other claim, lien, security interest or other encumbrance made or asserted
against the Collateral and will defend the Collateral against any such claim,
lien, security interest or other encumbrance.

     3. Representations and Warranties; Location of Collateral and Records;
        Business and Trade Names of Pledgor.

         (a) Pledgor represents and warrants that it has no place of business,
offices where Pledgor's books of account and records are kept, or places where
the Collateral is used, stored or located, except as set forth on Schedule I
annexed hereto. Pledgor further covenants that it will not use, store or

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locate any of the Collateral (except for Collateral delivered to the Bank),
including, without limitation, all books and records relating to the Collateral,
at any location other than the places set forth on Exhibit I.

         (b) Pledgor represents and warrants that it currently uses no business
or trade names, except as set forth on Schedule I annexed hereto, and covenants
that Pledgor will promptly notify the Bank, in sufficient detail, of any changes
in, additions to, or deletions from the business or trade names used by Pledgor.
Pledgor covenants that it shall not change its legal name without prior written
notice to the Bank.

         (c) Pledgor represents and warrants that it has complied and is in
compliance with the provisions of the Fair Labor Standards Act (the "Act"),
including, without limitation, the minimum wage and overtime rules of that Act,
and covenants that Pledgor will continue to comply with the provisions of such
Act.

         (d) Schedule I annexed hereto accurately lists the federal employer
I.D. number of Pledgor.

     4. Perfection of Security Interest.

         Pledgor will join with the Bank in executing such mortgages,
assignments, pledges, notices and financing statements pursuant to the Uniform
Commercial Code and all applicable law in form satisfactory to the Bank as the
Bank shall request and will pay all filing or recording costs with respect
thereto, and all costs of filing or recording this Security Agreement or any
other instrument, agreement or document executed and delivered pursuant hereto
or to the Agreement (including the cost of all federal, state or local mortgage,
documentary, stamp or other taxes), in each case, in all public offices where
filing or recording is deemed by the Bank to be necessary or desirable. Pledgor
hereby authorizes the Bank to take all action (including, without limitation,
the filing of any Uniform Commercial Code Financing Statements or amendments
thereto and the filing of all such mortgages, assignments, pledges, notices and
other documents, all without the signature of Pledgor) which the Bank may deem
necessary or desirable to perfect or otherwise protect the liens and security
interests created hereunder and to obtain the benefits of this Security
Agreement. Any Uniform Commercial Code Financing Statements or amendments
thereto may be filed by the Bank with or without the signature of the Pledgor or
the Bank, or the further authorization of the Pledgor, to the extent otherwise
permitted by applicable law. In the Bank's discretion, the Collateral may be
described therein as "all assets" or "all personal property" (or words of like
intent).

     5. General Covenants.

         Pledgor shall:

         (a) furnish the Bank from time to time at the Bank's request written
statements and schedules further identifying and describing the Collateral in
such detail as the Bank may reasonably require;

         (b) advise the Bank promptly, in sufficient detail, of any change in
the Collateral, and of the occurrence of any event which would have an adverse
effect on the value of the Collateral or on the Bank's security interest
therein;

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         (c) comply with all acts, rules, regulations and orders of any
legislative, administrative or judicial body or official applicable to the
Collateral or any part thereof or to the operation of Pledgor's business;

         (d) perform and observe all covenants, restrictions and conditions
contained in the Agreement providing for payment of taxes, maintenance of
insurance and otherwise relating to the Collateral, as though such covenants,
restrictions and conditions were fully set forth in this Security Agreement;

         (e) promptly notify the Bank of all disputes with account debtors
involving amounts in excess of $50,000.00; and

         (f) promptly execute and deliver to the Bank such further deeds,
mortgages, assignments, security agreements or other instruments, documents,
certificates and assurances and take such further action as the Bank may from
time to time in its sole discretion deem necessary to perfect, protect or
enforce its security interest in the collateral or otherwise to effectuate the
intent of this Security Agreement, the Credit Agreement and the other Loan
Documents (as such term is defined in the Credit Agreement).

     6. Assignment of Insurance.

         Prior to the making of any loan or advance under the Credit Agreement,
Pledgor shall deliver to the Bank lender loss payable endorsements of any and
all policies of insurance owned by Pledgor covering or in any manner relating to
the Collateral, in form and substance satisfactory to the Bank, indicating that
the policy will not be terminated, or reduced in coverage or amount, without at
least thirty (30) days' prior written notice from the insurer to the Bank. As
further security for the due payment and performance of the Obligations, Pledgor
hereby assigns to the Bank all sums, including returned or unearned premiums,
which may become payable under or in respect of any policy of insurance owned by
Pledgor covering or in any manner relating to the Collateral, and Pledgor hereby
directs each insurance company issuing any such policy to make payment of sums
directly to the Bank. Pledgor hereby appoints the Bank as Pledgor's
attorney-in-fact and authorizes the Bank in Pledgor's or in the Bank's name to
endorse any check or draft representing any receipt and any other document
required by such insurance company as a condition to or otherwise in connection
with such payment, and to cancel, assign or surrender any such policies. All
such sums received by the Bank shall be applied by the Bank to satisfaction of
the Obligations or, to the extent that such sums represent unearned premiums in
respect of any policy of insurance on the Collateral refunded by reason of
cancellation, toward payment for similar insurance protecting the respective
interests of Pledgor and the Bank, or as otherwise required by applicable law
and to the extent not so applied shall be paid over to Pledgor.

     7. Fixtures.

         It is the intent of Pledgor and the Bank that none of the Collateral is
or shall be regarded as fixtures, as that term is used or defined in Article 9
of the Uniform Commercial Code, and Pledgor represents and warrants that it has
not made and is not bound by any lease or other agreement which is inconsistent
with such intent. Nevertheless, if the Collateral or any part thereof is or is
to become attached or affixed to any real estate, Pledgor will, upon request,
use reasonable efforts to furnish the Bank with a disclaimer or subordination in
form satisfactory to the Bank of their interests in the Collateral from all
persons having an interest in the real estate to which the Collateral is
attached or affixed, together with the names and addresses of the record owners
of, and all other persons having interest in, and a general description of, such
real estate.

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     8. Collections.

         (a) Pledgor may collect all checks, drafts, cash or other remittances
in payment of any of its accounts, contract rights or general intangibles
constituting part of the Collateral, and all of the foregoing amounts so
collected shall be held in trust by the Pledgor for, and as the property of, the
Bank and shall not be commingled with other funds, money or property of Pledgor.
Pledgor will immediately upon receipt of all such checks, drafts, cash or other
remittances in payment of any of its accounts, contract rights or general
intangibles constituting part of the Collateral, deliver any such items to the
Bank accompanied by a remittance report in form supplied or approved by the
Bank, such items to be delivered to the Bank in the same form received, endorsed
or otherwise assigned by Pledgor where necessary to permit collection of such
items and, regardless of the form of such endorsement, Pledgor hereby waives
presentment, demand, notice of dishonor, protest, notice of protest and all
other notices with respect thereto. Without limiting the foregoing, the Bank may
(i) advise Pledgor's account debtors of the assignment of an account to the
Bank, (ii) contact Pledgor's account debtors to obtain verification of the
account and (iii) advise Pledgor's account debtors to make direct payment of all
checks, drafts, cash or other remittances in payment of Pledgor's accounts,
contract rights or general intangibles constituting part of the Collateral
directly to the Bank. For purposes of this Agreement, an "account debtor" shall
mean a person, firm or corporation indebted to Pledgor as the result of a
creation of an account receivable. For purposes of this Agreement, "accounts" or
"accounts receivable" shall include, without limitation, book debts, notes,
acceptances, drafts, contract rights, choses in action and chattel paper (as
such terms are defined in the Uniform Commercial Code of the State of New York).

         (b) Pledgor will promptly notify the Bank in writing of the return or
rejection of any goods represented by any accounts, contract rights or general
intangibles and Pledgor shall forthwith account therefor to the Bank in cash
without demand or notice and until such payment has been received by the Bank,
Pledgor will receive and hold all such goods separate and apart, in trust for
and subject to the security interest in favor of the Bank, and the Bank is
authorized to sell, for Pledgor's account and at the Pledgor's sole risk, all or
any part of such goods.

         (c) All of the foregoing remittances shall be applied and credited by
the Bank first to satisfaction of the Obligations or as otherwise required by
applicable law, and to the extent not so credited or applied, shall be paid over
to Pledgor.

     9. Rights and Remedies on Default.

         In the event of the occurrence of any Event of Default (as defined in
the Credit Agreement), the Bank shall at any time thereafter have the right,
with or without notice to Pledgor, as to any or all of the Collateral, by any
available judicial procedure or without judicial process, to take possession of
the Collateral and without liability for trespass to enter any premises where
the Collateral may be located for the purpose of taking possession of or
removing the Collateral, and, generally, to exercise any and all rights afforded
to a secured party under the Uniform Commercial Code of New York or other
applicable law. Without limiting the generality of the foregoing, Pledgor agrees
that the Bank shall have the right to sell, lease, or otherwise dispose of all
or any part of the Collateral, whether in its then condition or after further
preparation or processing, either at public or private sale or at any broker's
board, in lots or in bulk, for cash or for credit, with or without warranties or
representations, and upon such terms and conditions, all as the Bank in its sole
discretion may deem advisable, and it shall have the right to purchase the
Collateral at any such sale; and, if any Collateral shall require rebuilding,
repairing, maintenance, preparation, or is in process or other unfinished state,
the Bank shall have the right, at its option, to do such rebuilding, repairing,
preparation, processing or completion of manufacturing, for the

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purpose of putting the Collateral in such saleable or disposable form as it
shall deem appropriate. At the Bank's request, Pledgor shall assemble the
Collateral and make it available to the Bank at places which the Bank shall
select, whether at Pledgor's premises or elsewhere, and make available to the
Bank, without rent, all of premises and facilities for the purpose of the Bank's
taking possession of, removing or putting the Collateral in saleable or
disposable form. The proceeds of any such sale, lease or other disposition of
the Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing and preparing for sale, selling, and the like, and to the
reasonable attorneys' fees and legal expenses incurred by the Bank, and then to
satisfaction of the Obligations, and to the payment of any other amounts
required by applicable law, after which the Bank shall account to Pledgor for
any surplus proceeds. If, upon the sale, lease or other disposition of the
Collateral, the proceeds thereof are insufficient to pay all amounts to which
the Bank is legally entitled, Pledgor will be liable for the deficiency,
together with interest thereon, at the rate prescribed in the Note, together
with the reasonable fees of any attorneys employed by the Bank to collect such
deficiency. To the extent permitted by applicable law, Pledgor waives all
claims, damages and demands against the Bank arising out of the repossession,
removal, retention or sale of the Collateral.

     10. Costs and Expenses.

         Any and all fees, costs and expenses, of whatever kind or nature,
including the reasonable attorneys' fees and legal expenses incurred by the Bank
in connection with the filing or recording of financing statements and other
documents (including all taxes in connection therewith) in public offices, the
payment or discharge of any taxes, insurance premiums, encumbrances or otherwise
protecting, maintaining or preserving the Collateral, or the enforcing,
foreclosing, retaking, holding, storing, processing, selling or otherwise
realizing upon the Collateral and Bank's security interest therein, whether
through judicial proceedings or otherwise, or in defending or prosecuting any
actions or proceedings arising out of or related to the transaction to which
this Security Agreement relates, shall be borne and paid by Pledgor on demand by
the Bank and until so paid shall be added to the principal amount of the
Obligations and shall bear interest at the Post Default Rate prescribed in the
Credit Agreement.

     11. Power of Attorney.

         Pledgor authorizes the Bank and does hereby make, constitute and
appoint the Bank, and any officer or agent of the Bank, with full power of
substitution, as Pledgor's true and lawful attorney-in-fact, with power, in its
own name or in the name of Pledgor: (a) to endorse any notes, checks, drafts,
money orders, or other instruments of payment (including payments payable under
or in respect of any policy of insurance) in respect of the Collateral that may
come into possession of the Bank; (b) to sign and endorse any invoice, freight
or express bill, bill of lading, storage or warehouse receipts, drafts against
debtors, assignments, verifications and notices in connection with account, and
other documents relating to the Collateral; (c) to pay or discharge any taxes,
liens, security interest or other encumbrances at any time levied or placed on
or threatened against the Collateral; (d) to demand, collect, receipt for,
compromise, settle and sue for monies due in respect of the Collateral; and (e)
generally, to do, at the Bank's option and at Pledgor's expense, at any time, or
from time to time, all acts and things which the Bank deems necessary to
protect, preserve and realize upon the Collateral and the Bank's security
interest therein and otherwise in order to effect the intent of this Security
Agreement, the Credit Agreement and all other Loan Documents, all as fully and
effectually as Pledgor might or could do; and Pledgor hereby ratifies all that
said attorney shall lawfully do or cause to be done by virtue hereof. This power
of attorney is coupled with an interest and shall be irrevocable for the term of
this Security Agreement and thereafter as long as any of the Obligations shall
be outstanding.

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     12. Notices.

         All notices, requests and other communications pursuant to this
Security Agreement shall be in writing, either by letter (delivered by hand or
sent by certified or registered mail, return receipt requested), or other
equivalent national overnight courier, or telecopier addressed to the parties at
the addresses set forth at the beginning of this Security Agreement or to such
other address as the parties may, from time to time, furnish to each other in
writing, and in the case of the Pledgor, to the attention of President and, in
the case of the Bank, to the attention of Gary S. Kendler, Senior Vice
President, at the address of the Bank set forth at the beginning of this
Security Agreement, with a copy to William D. Freedman, Esq., Jenkens &
Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avenue, New
York, New York 10174 (fax no. (212) 704-6288). Any such notice, request or
communication shall be deemed to have been given on the day on which it is
telecopied to such party at the telecopier number specified in the beginning of
this Security Agreement or in this Section 12, or delivered by hand upon
delivery to such party at its address set forth in the beginning of this
Agreement or in this Section 12, or, if sent by mail, on the third business day
after the day deposited in the mail, postage prepaid, addressed as aforesaid, or
on the first business day after the day timely deposited with Federal Express
(or other equivalent national overnight courier) or United States Express Mail,
in each case with the cost of delivery prepaid, and addressed as aforesaid.

     13. Other Security.

         To the extent that the Obligations are now or hereafter secured by
property other than the Collateral or by the guarantee, endorsement or property
of any other person then the Bank shall have the right in its sole discretion to
pursue, relinquish, subordinate, modify or take any other action with respect
thereto, without in any way modifying or affecting any of the Bank's rights and
remedies hereunder.

     14. Deposits.

         Any and all deposits or other sums at any time credited by or due from
the Bank to Pledgor, whether in regular or special depository accounts or
otherwise, shall at all times constitute additional collateral for the
Obligations, and may be set-off by the Bank against any Obligations at any time
whether or not they are then due and whether or not other collateral held by the
Bank is considered to be adequate.

     15. Miscellaneous.

         (a) Beyond the safe custody thereof, the Bank shall have no duty as to
the collection of any Collateral in its possession or control or in the
possession or control of any agent or nominee of the Bank, or any income thereon
or as to the preservation of rights against prior parties or any other rights
pertaining thereto.

         (b) No course of dealing between Pledgor and the Bank, nor any failure
to exercise, nor any delay in exercising, on the part of the Bank, any right,
power or privilege hereunder or under the Credit Agreement or the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or thereunder preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

         (c) All of the Bank's rights and remedies with respect to the
Collateral, whether established hereby or by the Credit Agreement and the other
Loan Documents, or by any other

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agreements, instruments or documents or by law, shall be cumulative and may be
exercised singly or concurrently.

         (d) The provisions of this Security Agreement are severable, and if any
clause or provision shall be held invalid or unenforceable in whole or in part
in any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction and shall not in
any manner affect such clause or provision of this Security Agreement in any
jurisdiction.

         (e) This Security Agreement and the rights and obligations of the
parties hereunder shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without regard to principles of
conflicts of law (other than Section 5-1401 of the New York General Obligations
Law).

         (F) PLEDGOR HEREBY WAIVES ANY RIGHT TO JURY TRIAL. PLEDGOR IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK SITTING IN NEW
YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK FOR THE PURPOSE OF ANY SUIT, ACTION, OR OTHER PROCEEDING ARISING OUT OF
THIS AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHICH IS BROUGHT
BY OR AGAINST IT (I) IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT, (II)
TO THE EXTENT THAT IT HAS ACQUIRED, OR HEREAFTER MAY ACQUIRE, ANY IMMUNITY FROM
JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS THEREIN, IT HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, SUCH IMMUNITY AND (III) AGREES
NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY
TRANSACTION EXCEPT IN SUCH COURT. PLEDGOR HEREBY WAIVES, AND AGREES NOT TO
ASSERT IN ANY SUCH SUIT, ACTION OR PROCEEDING, IN EACH CASE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, (B) IT IS IMMUNE FROM ANY LEGAL
PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT
ATTACHMENT IN AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO IT OR
ITS PROPERTY (AND PLEDGOR FURTHER IRREVOCABLY AGREES THAT SERVICE OF PROCESS AND
ALL OTHER LEGAL PROCESS MAY BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 12 ABOVE AND THAT SUCH SERVICE SHALL BE SUFFICIENT FOR ALL PURPOSES OF
APPLICABLE LAW), OR (C) JURISDICTION OR VENUE FOR ANY SUCH SUIT, ACTION OR
PROCEEDING IS IMPROPER OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN
AN INCONVENIENT FORUM.

         (g) This Security Agreement is subject to modification only by a
writing signed by the parties.

         (h) The benefits and burdens of this Security Agreement shall inure to
the benefit of and be binding upon the respective successors and assigns of the
parties; provided, however, that the rights and obligations of Pledgor under
this Security Agreement shall not be assigned or delegated without the prior
written consent of the Bank, and any purported assignment or delegation without
such consent shall be void.

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     16. Term of Security Agreement.

         The term of this Security Agreement shall commence on the date hereof
and this Security Agreement shall continue in full force and effect, and be
binding upon Pledgor, until all of the Obligations (other than the obligations
of 5B Technologies Corporation under the Warrant (as such term is defined in the
Credit Agreement), the Registration Rights Agreement (as such term is defined in
the Credit Agreement) and the Certificate of Designation of Series C 6%
Convertible Preferred Stock, Series D 6% Convertible Preferred Stock and Series
E Series Convertible Preferred Stock of 5B Technologies Corporation filed on the
date hereof with the Secretary of State of the State of Delaware) have been
fully paid and performed and such payment and performance has been acknowledged
in writing by the Bank, whereupon this Security Agreement shall terminate.

         IN WITNESS WHEREOF, the parties have caused this Security Agreement to
be executed by their duly authorized representatives on the day and year first
above written.

                                       KNOWLEDGE ACQUISITION CORPORATION

                                       By: /s/ Glenn Nortman
                                          ----------------------------------
                                       Print Name: Glenn Nortman
                                       Print Title: Chief Executive Officer


                                       CONNECTICUT BANK OF COMMERCE

                                       By: /s/ Richard Assaf
                                          ----------------------------------
                                       Print Name: Richard Assaf
                                       Print Title: Vice President




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                                   SCHEDULE I

Pledgor's Chief Executive Office:

100 Sunnyside Blvd.
Woodbury, New York 11797

Pledgor's Other Places of Business; Other Locations of Collateral (where only an
immaterial amount of Collateral is located):

900 Broadway
New York, New York 10003

Location of Pledgor's Books and Records:

100 Sunnyside Blvd.
Woodbury, New York 11797

Pledgor's Business and/or Trade Names:

Knowledge Strategies Group

Federal Employer Identification No.:

Applied for