Exhibit 10.4

                           GENERAL SECURITY AGREEMENT

      THIS AGREEMENT dated as of the 26th day of June, 2000

B E T W E E N:

                         EIEIHOME.COM INC. a corporation
                         incorporated
                         under the laws of Ontario

                        (hereinafter called the "Debtor")

                                     - and -

                         EIEIHOME.COM INC. a corporation
                         incorporated
                         under the laws of the State of Delaware

                         (hereinafter called "Delaware")

      NOW THEREFORE in consideration of the sum of $2.00 and other good and
valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Debtor hereby agrees with Delaware as follows:

      Definitions.

      "Permitted Encumbrances" means, collectively, the following (individually,
a "Permitted Encumbrance"):

     (i)          any and all PMSI's;

     (ii)         statutory liens or encumbrances arising in the ordinary course
                  of a Debtor's business to secure obligations which are not
                  overdue or which are being diligently contested in good faith
                  by appropriate proceedings by any Debtor, including:

               (A)    liens for taxes, assessments/reassessments, governmental
                      charges or levies and as to which reasonable reserves are
                      being maintained or security is given to the applicable
                      government as may be required by it pursuant to applicable
                      statute;

               (B)    liens, provided by statute in favour of carriers,
                      warehousemen, mechanics, materialmen and repairmen;

               (C)    pledges or deposits in connection with workers,
                      compensation, employment insurance and other social
                      security legislation;

               (D)    rights reserved to or vested in any municipality or
                      governmental or other public authority by the terms of any
                      lease, licence, grant or permit, or by any statutory
                      provision, to terminate the same or to require annual or
                      other periodic payments as a condition to the continuance
                      thereof;

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      "PMSI" means and includes any mortgage, hypothecation, charge, security
interest, vendor's privilege, vendor's lien or any other encumbrance (including
but not limited to a purchase money mortgage, conditional sale or other title
retention agreement, capitalized lease or other deferred payment contract) that
in the ordinary course of a Debtor's business is given to, taken or reserved by,
the seller or lessor of such property or assets, who is at arm's length to the
Debtor or otherwise assumed or entered into, in each case to secure a Purchase
Money Obligation (defined below) or that arises by operation of law after the
date hereof, (the "PMSI Security"), where:

               (A)    the principal amount secured by such PMSI Security is not
                      in excess of 100% of the cost to the Debtor of the
                      property or assets encumbered thereby; and

               (B)    the PMSI Security only extends to the specific property or
                      assets so acquired or leased by a Debtor (and proceeds
                      derived therefrom); and

               (C)    the PMSI Security attaches and is perfected against the
                      property or assets encumbered thereby in a proper and
                      timely manner so as to maintain its priority in accordance
                      with any applicable legislation including, without
                      limitation, the provisions of the Personal Property
                      Security Act (Ontario); and

               (D)    the PMSI Security is created or assumed substantially
                      contemporaneously with, or within 90 days after, the
                      acquisition or leasing by a Debtor of the applicable
                      property or assets.

      "Purchase Money Obligation" means any liability created, incurred or
assumed to provide funds to pay, otherwise satisfy or to finance payment of, the
whole or any part of the unpaid portion of the purchase price of any property or
assets acquired or leased by a Debtor after the date of this agreement, provided
that such liability is assumed, created or incurred substantially
contemporaneously with, or within a period of 90 days next following, such
acquisition or leasing of such property or assets and includes extensions,
renewals or refinancing of such liability so long as the principal amount
thereof outstanding on the date of such extension, renewal or refinancing is not
increased.

      "Security Interest" means, collectively, the security interests,
assignments, mortgages and charges of or in the Collateral granted pursuant to
this agreement.

1.    Grant of Security Interest.

(a)   As general and continuing security for the payment and performance of
      the Obligations (as herein defined) and subject to Permitted
      Encumbrances and to the exception as to leaseholds hereinafter
      contained,  the Debtor hereby grants to Delaware a continuing security
      interest in all of the Debtor's property, assets and undertaking of any
      kind or nature, now owned or hereafter acquired including, without
      limitation, the following described property (hereinafter collectively
      called the "Collateral"):

     (i)   Accounts: all debts, demands, amounts, accounts, claims, monies and
           choses in action which now are or which may at any time hereafter be
           due or owing to or owned by the Debtor, and also all securities,
           bills, notes and other documents now held or owned or which may be
           hereafter taken, held or owned by the Debtor or anyone on behalf of
           the Debtor in respect of the said debts, claims, monies and choses in
           action or any part thereof, and also all books and papers recording,
           evidencing or relating to said debts, accounts, claims, monies and
           choses in action or any part thereof (all of the foregoing being
           hereinafter called the "accounts"),

     (ii)  Inventory: all inventory of whatever kind and wherever situated now
           owned or hereafter acquired or reacquired by the Debtor including all
           goods, merchandise, raw materials, goods in process, finished goods
           and other tangible personal property held for sale, resale or lease
           or to be leased or furnished or to be furnished under contracts for
           service or used or consumed in the business of the Debtor (all of the
           foregoing being hereinafter called the "inventory"),

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     (iii) Equipment: all machinery, equipment, goods and other tangible
           personal property (including vehicles) now owned or hereafter
           acquired or reacquired by the Debtor and not included in
           subparagraphs 1(a)(i) and 1(a)(ii) above (all of the foregoing being
           hereinafter called the "equipment"),

     (iv)  Personal Property: all chattel paper, documents of title, goods,
           instruments, intangibles, money and securities including, fixtures
           other than building materials that have been affixed to real
           property, now owned or hereafter acquired by the Debtor,

     (v)   Intangibles: all intangible property, other than trademarks, now
           owned or hereafter acquired or reacquired by the Debtor and not
           included in subparagraph 1(a)(i) above, all contractual rights,
           goodwill, patents, copyrights and other industrial property (all of
           the foregoing being hereinafter called the "intangibles"),

     (vi)  Leases: all of the Debtor's right and interest in and to all leases,
           leasehold interests, tenancies and rights of occupation or possession
           of real estate or personal property now owned or hereafter held and
           owned by the Debtor, including all such rights and interests in
           respect of which the Debtor is landlord or lessor together with the
           benefit of the covenants, agreements, privileges and rights of the
           Debtor pertaining to such interests,

     (vii) Trademarks: all trademarks both at common law and registered pursuant
           to any applicable legislation now owned or hereafter acquired or
           reacquired by the Debtor,

    (viii) Proceeds: all personal property in any form or fixtures derived
           directly or indirectly from any dealing with the Collateral or
           proceeds therefrom, and includes any payment representing indemnity
           or compensation for loss of or damage to the Collateral or proceeds
           therefrom.

(b)   For greater certainty and without limitation, the Collateral includes
      the following property:

     (i)   any software products in both object and source code form, and all
           related documentation and information in tangible form including
           program listings, worksheets, manuals, packaging and notes;

     (ii)  all enhancements, additions, accessions or replacements to or of any
           of the foregoing including all subsequent releases of the software
           products described above and any other software products into which
           the software products described herein are incorporated;

     (iii) all intellectual property rights in the software products described
           herein including all registered and unregistered copyrights;

     (iv)  all media, whether in electronic, magnetic or other form, upon which
           the software products described herein are recorded;

     (v)   all customer lists, contracts, sales reports and customer records
           with respect to the software products described herein and the users
           thereof; and

(c)   For greater certainty, the Security Interest created hereby with
      respect to all of the Collateral save and except for the interest in
      trademarks referred to in section 1(a)(vii) hereof, shall be operative
      as a present, attached, fixed and specific assignment, mortgage and
      charge of and Security Interest in any and all of the Collateral now
      owned by the Debtor and, with respect to any and all of the Collateral
      acquired by the Debtor after the date hereof, shall be operative as a
      present, specific assignment, mortgage and charge of and security
      interest in such Collateral which shall attach as a fixed and specific
      mortgage and charge of and security interest in such Collateral as of
      the moment the Debtor acquires any rights or interests therein.

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      The Security Interest created hereby in the trademarks referred to in
      section 1(a)(vii) hereof shall be interpreted and construed as a floating
      charge and the Debtor shall have the right to deal with that aspect of the
      Collateral without the consent of Delaware in the ordinary course of its
      business. The Security Interest created hereby with respect to all of the
      Collateral save and except the interest in trademarks referred to in
      section 1(a)(vii) shall not be interpreted or construed as a floating
      charge and the Debtor's rights to deal with the Collateral without the
      consent of Delaware are restricted to those rights specified in paragraph
      11 hereof.

(d)   The Security Interest granted hereby shall not extend to or apply to, and
      the Collateral shall not include, the last day of the term of any lease or
      agreement therefor but upon the enforcement of the Security Interest
      granted hereby, the Debtor shall stand possessed of the last day in trust
      to assign the same to any person acquiring such interest of the Debtor.

(e)   To the extent that the creation of a Security Interest would constitute a
      breach or cause the acceleration of any agreement, right, license or
      permit to which the Debtor is a party, the Security Interest created
      hereby shall not attach thereto but the Debtor shall hold its interest
      therein in trust for Delaware and shall assign such agreement, right,
      license or permit to Delaware forthwith upon obtaining the consent of the
      other party thereto.

2.    Obligations Secured.  "Obligations" means for the purposes of this
      agreement the, all obligations, if any, owed by the Debtor to Delaware,
      from time to time, whether matured or unmatured, contingent or certain,
      known or unknow..

3.    Attachment. The parties acknowledge that value has been given; the Debtor
      represents to Delaware that it has (or in the case of property acquired
      subsequently, will have) rights in the Collateral. The parties have not
      agreed to postpone the time for attachment of the Security Interest
      created hereby. The parties intend the Security Interest in hereafter
      acquired Collateral to attach at the same time as the Debtor acquires
      rights in such after acquired Collateral.

4.    Partial Discharges.  On any sale or other form of disposition by a
      Debtor of any property or assets included in the Collateral, Delaware
      shall, without undue delay following the giving to Delaware by such
      Debtor of its written request (that includes reasonable details of such
      proposed disposition), execute and deliver such partial discharges and
      other documents that is/are reasonably required to permit the Debtor to
      carry out such disposition free and clear of the Security Interest to
      the extent it attaches to or encumbers the property or assets to be so
      sold, provided that:

     (a)    such sale does not constitute an Event of Default and no Event of
            Default has occurred that has not been waived by Delaware.

     (b)    the purchaser is not a Debtor and deals with the Debtor effecting
            such sale at arm's length (as construed for purposes of the Income
            Tax Act (Canada); and

     (c)    the sale is a bona fide transaction for valuable consideration made
            in the ordinary course of the Debtor's business; and

     (d)    the Debtor shall pay all reasonable costs of Delaware incurred in
            connection therewith.

5.    Representations and Warranties of Debtor.  The Debtor hereby
      represents, warrants and so long as this agreement remains in effect
      shall be deemed to continuously represent and warrant that:

     (a)    The Debtor is, or, as to Collateral acquired after the date hereof
            will be the owner of the Collateral, free from any adverse lien,
            security interest or encumbrance, (hereinafter collectively called
            "Encumbrances") save for the Security Interest and the Permitted
            Encumbrances.

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     (b)   The Debtor's chief executive office and the location of the office
            where it keeps its records respecting the accounts, is that given
            in Schedule "A" hereto and all other places of business of the
            Debtor are listed in Schedule "A" hereto.  If the Debtor changes
            its principal place of business, or the location of the inventory
            or equipment, or the location of the office where it keeps its
            records respecting the accounts, or acquires other places of
            business, it will promptly notify Delaware.

     (c)    The Collateral does not include any goods which are used or acquired
            by the Debtor for use primarily for personal, family or household
            purposes.

6.    Covenants of Debtor.  So long as this agreement remains in effect the
      Debtor covenants and agrees as follows:

     (a)    Encumbrance. The Debtor shall defend the Collateral against the
            claims and demands of all other parties claiming the same or an
            interest therein and shall keep the Collateral free from all
            Encumbrances ranking in priority to or pari passu with the Security
            Interest, save for the Permitted Encumbrances;

     (b)    Disposition of Collateral. The Debtor shall not sell, exchange,
            transfer, assign, lease or otherwise dispose of Collateral or any
            interest therein out of the ordinary course of business as presently
            conducted without the prior written consent of Delaware; provided
            always that, until default, Debtor may use monies available to
            Debtor;

     (c)    Notification. The Debtor shall promptly notify Delaware of the
            occurrence of such of the following as would reasonably be likely to
            have a material adverse effect on the Collateral or the ability of
            Delaware to exercise his rights hereunder:

          (i)   any change in any information provided in this agreement;

          (ii)  any actual or potential claim affecting the Debtor, the
                Collateral or the Security Interest created hereby;

          (iii) any loss or damage to the Collateral;

          (iv)  any default by any account debtor in payment or other
                performance of its obligations with respect to Collateral; and

          (v)   the return to or repossession by the Debtor of Collateral.

     (d)    Condition of Collateral. The Debtor shall keep the Collateral in
            good order, and condition and repair as reasonably required for the
            conduct of the business and shall not use Collateral in violation of
            the provisions of this agreement or any other agreement relating to
            Collateral or any policy insuring Collateral or any applicable
            statute, law, by-law, rule, regulation or ordinance.

     (e)    Delivery of Information. From and after Default, the Debtor shall
            from time to time forthwith on request furnish to Delaware in
            writing all information requested relating to the Collateral and
            Delaware shall be entitled from time to time to inspect the
            Collateral and to take temporary custody of and make copies of all
            documents relating to accounts and for such purposes Delaware shall
            have access during normal business hours to all premises occupied by
            the Debtor or where the Collateral or any of it may be found.

     (f)    Further Assurances. The Debtor shall from time to time forthwith on
            Delaware's request do, make and execute all such financing
            statements, further assignments, documents, acts, matters and things
            as may be required by Delaware of or with respect to the Collateral
            or any part thereof or as

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            may be required to give effect to these presents, and after Default
            the Debtor hereby constitutes and appoints any person designated by
            Delaware, or any receiver appointed by the Court or Delaware as
            hereafter set out, the true and lawful attorney of the Debtor
            irrevocably with full power of substitution to do, make and execute
            all such assignments, documents, acts, matters or things with the
            right to use the name of the Debtor whenever and wherever it may be
            deemed necessary or expedient.

     (g)    Taxes The Debtor shall pay all taxes, rates, levies, assessments and
            other charges of every nature which may be lawfully levied, assessed
            or imposed against or in respect of Debtor or Collateral as and when
            the same become due and payable;

     (h)    Insurance. The Debtor shall keep the inventory and equipment insured
            against loss by fire and such other risks as is customary in the
            Debtor's industry and will pay all premiums in connection with such
            insurance. After Default, all policies of insurance and the proceeds
            thereof will be held in trust by the Debtor for the benefit of
            Delaware as his interest therein may then be under the provisions of
            this agreement. If the Debtor neglects to provide such insurance,
            Delaware may obtain the same and charge the premiums therefor to the
            Debtor, together with interest at the rate currently charged to the
            Debtor under its obligations to Delaware at the date of payment of
            the premium by Delaware.

     (i)    Accessions. The Debtor shall prevent Collateral, save Inventory sold
            or leased as permitted hereby, from being or becoming an accession
            to other property not covered by this agreement;

     (j)    Conduct of Business. The Debtor shall carry on and conduct the
            business of Debtor in a proper and efficient manner and so as to
            protect and preserve the Collateral and to keep, in accordance with
            generally accepted accounting principles, consistently applied,
            proper books of account for Debtor's business as well as accurate
            and complete records concerning Collateral.

     (k)    Re-organization. The Debtor shall not, without the prior written
            consent of Delaware take any step to implement any reorganization of
            Debtor, or any consolidation, merger or amalgamation of Debtor with
            any corporation or any dissolution or winding-up of Debtor except
            that the Debtor or any one or more or all of the corporations
            comprising the Debtor may amalgamate.

     (l)    Change of Location. The Debtor shall not move the Collateral from
            the address or addresses specified in Schedule "A" hereto (other
            than in connection with sales of inventory or otherwise in the
            ordinary course of its business) or change the location of its chief
            executive office without giving notice of such change to Delaware;
            provided that in the event that if the Debtor proposes to move the
            Collateral or the location of the Debtor's chief executive office
            outside the Province of Ontario then the Debtor will require the
            prior written consent of Delaware.

7.    Events of Default.  Each of the following events shall constitute a
      default:

     (a)    the non-payment when due, whether by acceleration or otherwise, of
            any principal or interest or other amount forming part of the
            Obligations or the failure of the Debtor to observe or perform any
            obligation, covenant, term, provision or condition contained in the
            this Security Agreement;

     (b)    the bankruptcy or insolvency of the Debtor; the filing against the
            Debtor of a petition in bankruptcy; an authorized assignment by the
            Debtor for the benefit of creditors; the appointment of a receiver
            or trustee for the Debtor or for any of its assets; or the
            institution by or against the Debtor of any other type of insolvency
            proceeding under the Bankruptcy Act (Canada) or otherwise which is
            not, in each case, being vigorously contested;

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     (c)   the institution of any proceeding for the dissolution or liquidation
            of, settlement of claims against or winding up of the affairs of,
            the Debtor;

     (d)   if any Encumbrance becomes enforceable against the Collateral;

     (e)    if the Debtor ceases or threatens to cease to carry on business or
            makes or agrees to make a bulk sale of assets without complying with
            applicable law or commits or threatens to commit an act of
            bankruptcy;

     (f)    if any execution or other process of any court becomes enforceable
            against the Debtor or if a distress or analogous process is levied
            upon assets of the Debtor for an amount in excess of $10,000;

     (g)    if any representation or warranty contained in this Security
            Agreement proves to have been false in any material respect at the
            time as of which the facts therein set forth were stated or
            certified, or proves to have omitted any substantial contingent or
            unliquidated liability or claim against Debtor;

     (h)    if Delaware in good faith believes and has commercially reasonable
            grounds to believe that the prospect of payment or performance of
            any obligation is or is about to be impaired or that any material
            part(s) of the Collateral is or is about to be placed in jeopardy,

(all of the foregoing being referred to as "Events of Default" or "Default").

8.    Consequences of Default.  Upon the occurrence of any of the Events of
      Default the Security Interest hereby granted shall become immediately
      enforceable and Delaware shall have the following rights and remedies
      available at law or equity:

     (a)   The security hereby granted shall become immediately enforceable.

     (b)    The Debtor will forthwith upon demand assemble and deliver to
            Delaware possession of all of the Collateral at such place as may be
            specified by Delaware.

     (c)    Delaware shall, in addition to the rights and remedies specifically
            provided herein, have the rights and remedies of a secured party
            under the PPSA, and:

          (i)   Delaware may, in addition to any other rights, appoint by
                instrument in writing a receiver and/or a receiver and manager
                (hereinafter referred to as the "Receiver") of all or any part
                of the Collateral and remove or replace such Receiver from time
                to time or may institute proceedings in any court of competent
                jurisdiction for the appointment of such a Receiver. Where
                Delaware is referred to in this agreement the term shall, where
                the context permits, include any Receiver so appointed and the
                officers, employees, servants or agents of such Receiver.

          (ii)  At his option, Delaware may take such steps as he considers
                necessary or desirable to enter into or obtain possession of all
                or any part of the Collateral, including proceedings in any
                court of competent jurisdiction, and to that end the Debtor
                agrees that Delaware may by his servants, agents or Receiver at
                any time during the day or night enter upon lands and premises,
                and if necessary break into houses, buildings and enclosures
                wheresoever and whatsoever where the Collateral may be found for
                the purpose of taking possession of or removing the Collateral
                or any part thereof.

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          (iii) Delaware may seize, collect, realize, sell, borrow money on the
                security of, release to third parties or otherwise deal with the
                Collateral or any part thereof in such manner, upon such terms
                and conditions and at such time or times as may seem to it
                advisable and without notice to the Debtor (except as otherwise
                required by any applicable law), and may charge on its own
                behalf and pay to others reasonable sums for expenses incurred
                and for services rendered (expressly including legal advices and
                services, and receivers and accounting fees) in or in connection
                with seizing, collecting, realizing, borrowing on the security
                of, selling or obtaining payment of the Collateral, and may add
                the amount of such sums to the indebtedness of the Debtor and
                all such sums shall be secured hereby.

          (iv)  At his option Delaware may elect to retain all or any part of
                the Collateral in satisfaction of the obligations to him of the
                Debtor.

     (d)    Delaware shall not be liable or accountable for any failure or delay
            in seizing, collecting, realizing, selling or obtaining payment of
            the Collateral or any part thereof and shall not be bound to
            institute proceedings for the purpose of seizing, collecting,
            realizing or obtaining possession or payment of the same or for the
            purpose of preserving any rights of Delaware, the Debtor or any
            other person, firm or corporation in respect of same.

      (e)   Delaware may grant extensions of time and other indulgences, take
            and give up securities, accept compositions, grant releases and
            discharges, release any part of the Collateral to third parties and
            otherwise deal with the Debtor, debtors of the Debtor, sureties and
            others and with the Collateral and other securities as Delaware may
            see fit without prejudice to the liability of the Debtor or
            Delaware's right to hold and realize the Collateral.

      (f)   All monies collected or received by Delaware in respect of the
            Collateral may be applied on account of the Obligations in such
            manner as Delaware deems best or may be held unappropriated in a
            Collateral account or in the discretion of Delaware may be released
            to the Debtor, all without prejudice to Delaware's claims upon the
            Debtor.

      (g)   In the event of Delaware taking possession of the Collateral or any
            part thereof in accordance with the provisions of this agreement,
            Delaware shall have the right to maintain the same upon the premises
            on which the Collateral may then be situate, and for the purpose of
            such maintaining shall be entitled to the free use and enjoyment of
            all necessary buildings, premises, housing, stabling shelter and
            accommodation for the proper maintaining, housing and protection of
            the Collateral, and for its servant or servants, assistant or
            assistants, and the Debtor covenants and agrees to provide the same
            without cost or expense to Delaware until such time as Delaware
            shall determine in its discretion to remove, sell or otherwise
            dispose of the said Collateral so taken possession of by it as
            aforesaid.

      (h)   To facilitate the realization of the Collateral Delaware may carry
            on or concur in the carrying on of all or any part of the business
            of the Debtor and may to the exclusion of all others, including the
            Debtor, enter upon, occupy and use all or any of the premises,
            buildings, plant and undertaking of or occupied or used by the
            Debtor and use all or any of the tools, machinery and equipment of
            the Debtor for such time as Delaware sees fit, free of charge, to
            manufacture or complete the manufacture of any inventory and to pack
            and ship the finished product, and Delaware shall not be liable to
            the Debtor for any neglect in so doing or in respect of any rent,
            charges, depreciation or damages in connection with such actions.

      (i)   Delaware may, if it deems it necessary for the proper realization of
            all or any part of the Collateral, pay any encumbrance, lien, claim
            or charge that may exist or be threatened against the same and in
            every such case the amounts so paid together with costs, charges and
            expenses incurred in connection therewith shall be added to the
            obligations of the Debtor to Delaware as hereby secured, and shall
            bear interest at the rate currently charged to the Debtor under its
            obligations to Delaware at the date of payment thereof by Delaware.

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      (j)   The Debtor shall remain liable to Delaware for payment of any
            deficiency after realization of the Collateral.

      (k)   If after all the expenses of Delaware in connection with the
            preservation and realization of the Collateral as above described
            shall have been satisfied and all obligations, including contingent
            obligations, indebtedness and liabilities of the Debtor to Delaware
            shall have been satisfied and paid in full together with interest,
            any balance of monies in the hands of Delaware arising out of the
            realization of the Collateral, shall be paid to any person entitled
            to receive payment under section 64 of the PPSA.

      (l)   The Debtor agrees that it shall be commercially reasonable for
            Delaware to dispose of Collateral by private sale or public sale. If
            Collateral is disposed of by public sale, the sale may be held
            following advertisement in the newspaper having general circulation
            in the locations of the Collateral to be sold at least seven (7)
            days prior to such sale, and Delaware may (but is not obliged to)
            establish a reserve bid in respect of all or any portion of the
            Collateral. The Collateral may be disposed of in whole or in part,
            for cash or credit, or part cash and part credit. The purchaser or
            lessee of any Collateral may be an investee of Delaware.

9.    Powers of Receiver. Any Receiver appointed by instrument in writing
      pursuant hereto shall, in addition to any rights and powers granted
      hereby, be vested with such other discretions and powers as may be granted
      in the instrument of appointment and any supplement thereto.

      The Debtor shall be solely responsible for the Receiver's acts and faults
      and for the Receiver's remuneration.

10.   Dealing with Collateral by the Debtor.  Until the occurrence of an
      Event of Default the Debtor may sell its Inventory and collect its
      Accounts and otherwise deal with the Collateral in the ordinary course
      of its business without any requirement for the consent of Delaware.
      Notwithstanding the foregoing, after the occurrence of an Event of
      Default Delaware may notify any person obligated to the Debtor in
      respect of an Account, Chattel Paper or an Instrument of the existence
      of the Security Interest and, after the occurrence of an Event of
      Default, direct that such persons make payment to Delaware of all such
      present and future amounts due or to become due.

11.   General Provisions.

      (a)   Entire Agreement. Save as specifically agreed between the parties in
            writing and as hereinafter set out, this agreement, including any
            schedules attached hereto, the Purchase Agreement and any other
            agreement or document entered into pursuant to the Purchase
            Agreement (other than any shareholders' agreement with respect to
            the Debtor), constitutes the entire agreement between the parties as
            regards the granting of security and the rights and liabilities of
            the parties and there are no other representations, collateral
            agreements or conditions in respect of the Collateral. This
            agreement is in addition to and not in substitution for any other
            agreement between the parties creating a Security Interest in all or
            part of the Collateral, and whether heretofore or hereafter made,
            and the terms of such other agreement or agreements shall be deemed
            to be continued unless expressly provided to the contrary in writing
            and signed by the parties.


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      (b)   Notice. Any notice or other communication required or permitted to
            be given hereunder shall be in writing and shall only be effectively
            given if sent by prepaid registered or certified mail, facsimile or
            delivered:

                        To:   Delaware


                              Attention:
                              Facsimile:


                        To:   the Debtor


                              Attention:
                              Facsimile:

or to such other address or facsimile number of a party as it shall specify by
notice to the other party pursuant to this section.

Any such communication given by mail will be deemed to have been received on the
5th Business Day after the date of mailing, or if by facsimile it shall be
deemed to be given and received on the day transmitted, provided that such
transmission occurs prior to 4:00 p.m. on a Business Day otherwise it will be
deemed to have been received on the next following Business Day after
transmission, provided further that printed or electronically stored
confirmation of error-free completion and delivery of transmission is produced
by the transmitting facsimile machine, and if delivered it shall be deemed to
have been received on the date of delivery. If the person giving any such
communication knows or ought reasonably to know of any difficulties with the
postal system which might affect the delivery of mail, any such Communication
shall not be mailed but shall be given by personal delivery or by telex or
telecopier transmittal.

      (c)   Information. The Debtor expressly authorizes Delaware to provide any
            and all statements, copies, information and the like as may be
            requested by any person from Delaware pursuant to the provisions of
            the PPSA.

      (d)   Headings. The headings of the paragraphs hereof are inserted for
            convenience of reference only and shall not affect the
            interpretation or construction of this agreement.

      (e)   Governing Law. This agreement shall be governed by and construed in
            accordance with the laws of the Province of Ontario and the laws of
            Canada applicable therein. Reference to the governing statute shall
            be, where the context permits, to the PPSA, as amended from time to
            time. To the extent that they are not inconsistent herewith, the
            definitions contained in the PPSA shall govern the interpretation of
            this agreement.

      (f)   Successors and Assigns. This agreement and everything herein
            contained shall extend to and bind and may be taken advantage of by
            the respective successors and assigns, as the case may be, of each
            and every of the parties hereto, and where there is more than one
            debtor or there is a female party or a corporation, the provisions
            hereof shall be read with all grammatical changes thereby rendered
            necessary and where there is more than one debtor all covenants
            shall be deemed to be joint and several.

      (g)   Amalgamation of Debtor. Without prejudice to any restrictions
            contained in this agreement, or otherwise, if the Debtor amalgamates
            with any one or more or all of the corporations comprising

                                       28

<PAGE>

            the Debtor as contemplated in section 7(g) or with any other
            corporation or corporations, this agreement shall continue in full
            force and effect and shall be binding upon the amalgamated
            corporation, and for greater certainty:

            (i)         the Security Interest shall continue to secure all
                        Obligations;

            (ii)        the Security Interest shall: (1) continue to attach to
                        all property and assets of the Debtor; (2) attach to all
                        property and assets of each of the other amalgamating
                        corporations; and (3) attach to all property and assets
                        of the amalgamated corporation acquired on and after the
                        amalgamation; and the term "Collateral" shall include
                        all such property and assets of the Debtor, the other
                        amalgamating corporations and the amalgamated
                        corporation;

            (iii)       all defined terms and other provisions of this agreement
                        shall be deemed to have been amended to reflect such
                        amalgamation, to the extent required by the context; and

            (iv)        the Debtor agrees to execute and deliver or cause to be
                        executed and delivered all such further documents,
                        security and assurances as may be necessary or desirable
                        in the opinion of Delaware, acting reasonably in
                        connection with the foregoing.

      (h)   Execution in Counterparts. This agreement may be executed in one or
            more counterparts, each of which when so executed shall be deemed to
            be an original and such counterparts together shall constitute one
            and the same instrument.

      (i)   Conflict. In the case of any conflict in the terms and conditions of
            the Purchase Agreement and the terms and conditions contained
            herein, the terms and conditions of the Purchase Agreement shall
            prevail.

      (j)   Severability. If any provisions of this security agreement shall be
            deemed invalid or void, in whole or in part, by any court of
            competent jurisdiction, the remaining terms and provisions of this
            security agreement shall remain in full force and effect.

      (k)   Copy of Agreement. The Debtor hereby acknowledges receipt of a true
            copy of this agreement.

      IN WITNESS WHEREOF the Debtor has executed this agreement on the date
first above written.

                                    EIEIHOME.COM INC. (Ontario)


                                    By: /s/ Paul Dutton
                                        ---------------


                                    EIEIHOME.COM INC. (Delaware)


                                    By: /s/ David O'Kell
                                        ----------------


                                       29

<PAGE>

                                    SCHEDULE "A"

DEBTOR'S CHIEF EXECUTIVE OFFICE ADDRESS:

590 King Street West, Suite 403, Toronto, M5V 1M3


DEBTOR'S OTHER PLACES OF BUSINESS:

590 King Street West, Suite 403, Toronto, M5V 1M3