**SECURITY
      AGREEMENT**





**THIS
      SECURITY AGREEMENT** (“ Agreement ”)
      is
      made as of June 9, 2006, by RONCO CORPORATION, a Delaware corporation
      (hereinafter called “ Debtor ”), whose
      address is 21344 Superior Street, Chatsworth, California 91311 in favor of
      SANDERS MORRIS HARRIS INC., a Texas corporation, individually and as agent
      for
      the Lenders (“ Secured
      Party ”),
      whose
      address is 600 Travis Street, Suite 3100, Houston, Harris County, Texas 77002.
      Debtor hereby agrees with Secured Party as follows:





1.  *Definitions* .
      As used
      in this Agreement, the following terms shall have the meanings indicated
      below:





(a)  The
      term
“ Borrower ”
means
      Debtor.





(b)  The
      term
“ Collateral ”
means
      all of Debtor’s right, title, and interest in and to the life insurance policy
      issued by John Hancock Life Insurance on Ronald M. Popeil, and all products
      and
      proceeds of the foregoing. The designation of proceeds does not authorize Debtor
      to sell, transfer, or otherwise convey any of the foregoing property.





(c)  The
      term
“ Indebtedness ”
means
      the outstanding principal amount of and all accrued and unpaid interest on
      the
      promissory notes executed by Borrower and payable to the order of Secured Party
      under the Loan Agreement (as hereinafter defined) (the “Notes”); and (ii) all
      obligations of Borrower to Secured Party under any documents evidencing,
      securing, governing and/or pertaining to all or any part of the indebtedness
      described in (i) above.





(d)  The
      term
“ Lenders ”
means
      Lenders as defined in the Loan Agreement.





(e)  The
      term
“ Loan
      Documents ”
means
      this Agreement, the Letter Loan Agreement dated as of the date hereof (the
“Loan
      Agreement”), among the Borrower and the Lenders, the Note, and the Insurance
      Assignment (as defined in the Loan Agreement).





2.  *Security
      Interest* .
      As
      security for the Indebtedness, Debtor, for value received, hereby pledges and
      grants to Secured Party a continuing security interest in the Collateral.





3.  *Representations
      and Warranties* .
      In
      addition to any representations and warranties of Debtor set forth in the Loan
      Documents, which are incorporated herein by this reference, Debtor hereby
      represents and warrants the following to Secured Party as of the date
      hereof:





(a)  Accuracy
      of Information .
      To the
      knowledge of Debtor, all information heretofore or herein supplied to Secured
      Party in writing by or on behalf of Debtor with respect to the Collateral is
      true and correct in all material respects.





(b)  Ownership
      and Liens .
      Debtor
      has good and marketable title to the Collateral free and clear of all liens,
      security interests, encumbrances or adverse claims (collectively “ **Liens** ”),
      except for liens held by Wells
      Fargo Bank, National Association, Prestige Capital Corporation, Laurus Master
      Fund, Ltd. and
      Permitted Liens (as defined in the Loan







Agreement).
      To Debtor’s knowledge, no dispute, right of setoff, counterclaim, or defense
      exists with respect to all or any part of the Collateral. Except with respect
      to
      the Security Agreement Securities Account between Ronco Corporation and Wells
      Fargo Bank National Association and the Purchase and Sale Agreement by and
      between Prestige Capital Corporation and Ronco Corporation dated as of October
      25, 2005, Debtor has not executed any other security agreement currently
      affecting the Collateral and no effective financing statement or other
      instrument similar in effect covering all or any part of the Collateral (other
      than filed on behalf of Wells Fargo Bank, National Association or Prestige
      Capital Corporation) is on file in any recording office except as may have
      been
      executed or filed in favor of Secured Party.





(c)  No
      Conflicts or Consents .
      Neither
      the ownership, the intended use of the Collateral by Debtor, the grant of the
      security interest by Debtor to Secured Party herein nor the exercise by Secured
      Party of its rights or remedies hereunder, will (i) materially conflict with
      any
      provision of (A) to Debtor’s knowledge, any domestic or foreign law, statute,
      rule or regulation, (B) the certificate of incorporation or bylaws of Debtor,
      or
      (C) to Debtor’s knowledge, any agreement, judgment, license, order, or permit
      applicable to or binding upon Debtor, or (ii) to Debtor’s knowledge, result in
      or require the creation of any material Lien upon any assets or properties
      of
      Debtor or of any person except as may be expressly contemplated in the Loan
      Documents. Except as expressly contemplated in the Loan Documents, no consent,
      approval, authorization, or order of, and no notice to or filing with, any
      court, governmental authority, or third party, other than John Hancock Life
      Insurance, by Debtor is required in connection with the grant by Debtor of
      the
      security interest herein or the exercise by Secured Party of its rights and
      remedies hereunder.





(d)  Security
      Interest .
      Debtor
      has full right, power, and authority to grant a security interest in the
      Collateral to Secured Party in the manner provided herein, free and clear of
      any
      Liens, except for liens held by Wells
      Fargo Bank, National Association, Prestige Capital Corporation, Laurus Master
      Fund, Ltd. and
      Permitted Liens. Subject to any security interest that as of the date of this
      Agreement has a higher priority, this Agreement creates a legal, valid, and
      binding security interest in favor of Secured Party in the Collateral securing
      the Indebtedness.





(e)  Location .
      Debtor’s residence or chief executive office, as the case may be, and the office
      where the records concerning the Collateral are kept is located at its address
      set forth on the first page hereof or the addresses specified on Schedule
      1 to this
      Agreement. Except as specified elsewhere herein, all Collateral shall be kept
      at
      such address.





(f)  Solvency
      of Debtor .
      As of
      the date hereof, and after giving effect to this Agreement and the completion
      of
      all other transactions contemplated by Debtor at the time of the execution
      of
      this Agreement, (i) Debtor is and will be solvent, (ii) the fair saleable value
      of Debtor’s assets exceeds and will continue to exceed Debtor’s liabilities
      (both fixed and contingent), and (iii) subject to consummation of the
      transactions contemplated by the Loan Agreement, including Section 2(a)(ii)(G)
      of the Loan Agreement, Debtor will have sufficient capital to carry on Debtor’s
      businesses and all businesses in which Debtor is about to engage.





2


4.  *Affirmative
      Covenants* .
      In
      addition to all covenants and agreements of Debtor set forth in the Loan
      Documents, which are incorporated herein by this reference, Debtor will comply
      with the covenants contained in this Section
      4 at all
      times during the period of time this Agreement is effective unless Secured
      Party
      shall otherwise consent in writing.





(a)  Ownership
      and Liens .
      Other
      than assignment of the Collateral pursuant to the provisions of the Insurance
      Assignment, Debtor will maintain good and marketable title to all Collateral
      free and clear of all Liens, except for Liens held by Wells
      Fargo Bank, National Association, Prestige Capital Corporation, Laurus Master
      Fund, Ltd. and the
      Permitted Liens. Debtor will cause any financing statement or other security
      instrument with respect to the Collateral, other than those held by Wells Fargo
      Bank, National Association and Prestige Capital Corporation, to be terminated,
      except as may exist or as may have been filed in favor of Secured Party. Debtor
      will defend at its reasonable expense Secured Party’s right, title and security
      interest in and to the Collateral against the claims of any third party other
      than Wells Fargo Bank, National Association, Laurus Master Fund, Ltd. and
      Prestige Capital Corporation.





(b)  Further
      Assurances .
      Debtor
      will from time to time at its expense promptly execute and deliver all further
      instruments and documents and take all further action necessary or appropriate
      or that Secured Party may reasonably request in order (i) to perfect and protect
      the security interest created or purported to be created hereby and the priority
      of such security interest, (ii) to enable Secured Party to exercise and enforce
      its rights and remedies hereunder in respect of the Collateral, and (iii) to
      otherwise effect the purposes of this Agreement, including without limitation
      executing and filing such financing or continuation statements, or amendments
      thereto.





(c)  Inspection
      of Collateral .
      Debtor
      will keep adequate records concerning the Collateral and will permit Secured
      Party and all representatives and agents appointed by Secured Party to inspect
      the Collateral upon reasonable prior notice during normal business hours, to
      make and take away photocopies or photographs thereof and to write down and
      record any such information.





(d)  Payment
      of Taxes. Debtor
      (i) will pay prior to delinquency all lawful claims which, if unpaid, might
      become a lien or charge upon the Collateral or any part thereof, and (ii) will
      maintain appropriate accruals and reserves for all such liabilities in a timely
      fashion in accordance with generally accepted accounting principles. Debtor
      may,
      however, delay paying or discharging any such taxes, assessments, charges,
      claims or liabilities so long as the validity thereof is contested in good
      faith
      by proper proceedings and provided Debtor has set aside on Debtor’s books
      adequate reserves therefor.




5.  *Negative
      Covenants* .
      Debtor
      will comply with the covenants contained in this Section
      5 at all
      times during the period of time this Agreement is effective, unless Secured
      Party shall otherwise consent in writing.





3


(a)  Transfer
      or Encumbrance .
      Debtor
      will not other than pursuant to the Insurance Assignment and subject to the
      rights of Wells
      Fargo Bank, National Association, Laurus Master Fund, Ltd., Prestige Capital
      Corporation and the
      holders of Permitted Liens, (i) sell, assign (by operation of law or otherwise),
      transfer, exchange, lease or otherwise dispose of any of the Collateral, (ii)
      grant a lien or security interest in or execute, file or record any financing
      statement or other security instrument with respect to the Collateral to any
      party other than Secured Party, or (iii) deliver actual or constructive
      possession of any of the Collateral to any party other than Secured
      Party.





(b)  Impairment
      of Security Interest .
      Debtor
      will not take or fail to take any action which would in any manner impair the
      value or enforceability of Secured Party’s security interest in any
      Collateral.





(c)   Financing
      Statement Filings .
      Debtor
      recognizes that financing statements pertaining to the Collateral have been
      or
      may be filed where Debtor maintains any Collateral, has its records concerning
      any Collateral or has its residence or chief executive office, as the case
      may
      be. Without limitation of any other covenant herein, Debtor will not cause
      or
      permit any change in the location of (i) any Collateral, (ii) any records
      concerning any Collateral, or (iii) Debtor’s residence or chief executive
      office, as the case may be, to a jurisdiction other than as represented in Subsection
      3(e) unless
      Debtor shall have notified Secured Party in writing of such change at least
      thirty (30) days prior to the effective date of such change, and shall have
      first taken all action required by Secured Party for the purpose of further
      perfecting or protecting the security interest in favor of Secured Party in
      the
      Collateral. In any written notice furnished pursuant to this Subsection, Debtor
      will expressly state that the notice is required by this Agreement and contains
      facts that may require additional filings of financing statements or other
      notices for the purpose of continuing perfection of Secured Party’s security
      interest in the Collateral.





6.  *Rights
      of Secured Party* .
      Secured
      Party shall have the rights contained in this Section
      6 at all
      times during the period of time this Agreement is effective.





(a)  Additional
      Financing Statements Filings .
      Debtor
      hereby authorizes Secured Party to file, without the signature of Debtor, one
      or
      more financing or continuation statements, and amendments thereto, relating
      to
      the Collateral. Debtor further agrees that a carbon, photographic or other
      reproduction of this Security Agreement or any financing statement describing
      any Collateral is sufficient as a financing statement and may be filed in any
      jurisdiction Secured Party may deem appropriate.





(b)  Power
      of Attorney .
      Debtor
      hereby irrevocably appoints Secured Party as Debtor’s attorney-in-fact, such
      power of attorney being coupled with an interest, with full authority in the
      place and stead of Debtor and in the name of Debtor or otherwise, to: (i) to
      execute and file financing or continuation statements, or amendments thereto
      in
      the name of Debtor, (ii) to demand, collect, sue for, recover, compound, receive
      and give acquittance and receipts for moneys due and to become due under or
      in
      respect of the Collateral; and (iii) to file any claims or take any action
      or
      institute any proceedings which Secured Party may deem necessary for the
      collection and/or preservation of the Collateral or otherwise to enforce the
      rights of Secured Party with respect to the Collateral; provided , however ,
      that
      Secured Party shall not exercise any such powers granted pursuant to subsections
      (ii) and (iii) prior to the occurrence of an Event of Default (as defined below)
      and shall only exercise such powers during the continuance of an Event of
      Default.





4


(c)  Performance
      by Secured Party .
      If
      Debtor fails to perform any agreement or obligation provided herein, Secured
      Party may itself perform, or cause performance of, such agreement or obligation,
      and the expenses of Secured Party incurred in connection therewith shall be
      a
      part of the Indebtedness, secured by the Collateral and payable by Debtor on
      demand; provided , however ,
      that
      Secured Party shall not exercise any such powers prior to the occurrence of
      an
      Event of Default and shall only exercise such powers during the continuance
      of
      an Event of Default.





(d)  Debtor’s
      Receipt of Proceeds .
      All
      amounts and proceeds (including instruments and writings) received by Debtor
      in
      respect of the Collateral shall be received in trust for the benefit of Secured
      Party hereunder and, upon request of Secured Party, shall be segregated from
      other property of Debtor and shall be forthwith delivered to Secured Party
      in
      the same form as so received (with any necessary endorsement) and applied to
      the
      Indebtedness in such manner as Secured Party deems appropriate in its sole
      discretion. Notwithstanding the foregoing, all amounts and proceeds in respect
      of the Collateral received by Secured Party in excess of the Indebtedness shall
      be promptly paid to Debtor.





7.  *Events
      of Default* .
      Each of
      the following constitutes an “ **Event
      of Default** ”
under
      this Agreement:





(a)   Default
      under Loan Agreement. Debtor
      shall be deemed in default under this Security Agreement upon the occurrence
      and
      during the continuance of an Event of Default (as defined in the Loan
      Agreement);





(b)  Execution
      on Collateral .
      The
      Collateral or any portion thereof is taken on execution or other process of
      law
      in any action against Debtor; or





(c)  Abandonment .
      Debtor
      abandons the Collateral or any portion thereof.




8.  *Remedies
      and Related Rights* .
      If an
      Event of Default shall have occurred and be continuing, and without limiting
      any
      other rights and remedies provided herein, under any of the other Loan Documents
      or otherwise available to Secured Party, Secured Party may exercise one or
      more
      of the rights and remedies provided in this Section.





(a)  Remedies .
      Secured
      Party may from time to time at its discretion, without limitation and without
      notice except as expressly provided in any of the Loan Documents:





(i)  exercise
      in respect of the Collateral all the rights and remedies of a secured party
      under the Uniform Commercial Code of the State of Texas;





5


(ii)  require
      Debtor to, and Debtor hereby agrees that it will at its expense and upon request
      of Secured Party, assemble the Collateral as directed by Secured Party and
      make
      it available to Secured Party at a place to be designated by Secured Party
      which
      is reasonably convenient to both parties;





(iii)  reduce
      its claim to judgment or foreclose or otherwise enforce, in whole or in part,
      the security interest granted hereunder by any available judicial
      procedure;





(iv)  sell
      or
      otherwise dispose of, at its office, on the premises of Debtor or elsewhere,
      the
      Collateral, as a unit or in parcels, by public or private proceedings, and
      by
      way of one or more contracts (it being agreed that the sale or other disposition
      of any part of the Collateral shall not exhaust Secured Party’s power of sale,
      but sales or other dispositions may be made from time to time until all of
      the
      Collateral has been sold or disposed of or until the Indebtedness has been
      paid
      and performed in full), and at any such sale or other disposition it shall
      not
      be necessary to exhibit any of the Collateral;





(v)  buy
      the
      Collateral, or any portion thereof, at any public sale;





(vi)  buy
      the
      Collateral, or any portion thereof, at any private sale if the Collateral is
      of
      a type customarily sold in a recognized market or is of a type which is the
      subject of widely distributed standard price quotations;





(vii)  apply
      for
      the appointment of a receiver for the Collateral, and Debtor hereby consents
      to
      any such appointment; and





(viii)  at
      its
      option, retain the Collateral in satisfaction of the Indebtedness whenever
      the
      circumstances are such that Secured Party is entitled to do so.





Debtor
                agrees that in the event Debtor is entitled to receive any notice
                under
                the Uniform Commercial Code, as it exists in the state governing
                any such
                notice, of the sale or other disposition of any Collateral, reasonable
                notice shall be deemed given when such notice is deposited in a depository
                receptacle under the care and custody of the United States Postal
                Service,
                postage prepaid, at Debtor’s address set forth on the first page hereof,
                fifteen (15) days prior to the date of any public sale, or after
                which a
                private sale, of any of such Collateral is to be held. Secured Party
                shall
                not be obligated to make any sale of Collateral regardless of notice
                of
                sale having been given. Secured Party may adjourn any public or private
                sale from time to time by announcement at the time and place fixed
                therefor, and such sale may, without further notice, be made at the
                time
                and place to which it was so
                adjourned.





(b)  Application
      of Proceeds .
      If any
      Event of Default shall have occurred, Secured Party may at its discretion apply
      or use any cash held by Secured Party as Collateral, and any cash proceeds
      received by Secured Party in respect of any sale or other disposition of,
      collection from, or other realization upon, all or any part of the Collateral
      as
      follows in such order and manner as Secured Party may elect:





6


(i)  to
      the
      repayment or reimbursement of the reasonable costs and expenses (including,
      without limitation, reasonable attorneys’ fees and expenses) incurred by Secured
      Party in connection with (A) the administration of the Loan Documents, (B)
      the
      custody, preservation, use or operation of, or the sale of, collection from,
      or
      other realization upon, the Collateral, and (C) the exercise or enforcement
      of
      any of the rights and remedies of Secured Party hereunder;





(ii)  to
      the
      payment or other satisfaction of any liens and other encumbrances upon the
      Collateral;





(iii)  to
      the
      satisfaction of the Indebtedness;





(iv)  by
      continuing to hold such cash and proceeds as Collateral under this
      Agreement;





(v)  to
      the
      payment of any other amounts required by applicable law; and





(vi)  by
      delivery to Debtor or any other party lawfully entitled to receive such cash
      or
      proceeds whether by direction of a court of competent jurisdiction or
      otherwise.





(c)  Deficiency .
      In the
      event that the proceeds of any sale of, collection from, or other realization
      upon, all or any part of the Collateral by Secured Party are insufficient to
      pay
      all amounts to which Secured Party is legally entitled, Borrower and any party
      who guaranteed or is otherwise obligated to pay all or any portion of the
      Indebtedness shall be liable for the deficiency, together with interest thereon
      as provided in the Loan Documents.





(d)  Other
      Recourse .
      To the
      extent permitted by applicable law, Debtor waives any right to require Secured
      Party to proceed against any third party, exhaust any Collateral or other
      security for the Indebtedness, or to have any third party joined with Debtor
      in
      any suit arising out of the Indebtedness or any of the Loan Documents, or pursue
      any other remedy available to Secured Party. Until all of the Indebtedness
      shall
      have been paid in full, Debtor shall have no right of subrogation and Debtor
      waives the right to enforce any remedy which Secured Party has or may hereafter
      have against any third party, and waives any benefit of and any right to
      participate in any other security whatsoever now or hereafter held by Secured
      Party.





9.  *Indemnity* .
      Debtor
      hereby indemnifies and agrees to hold harmless Secured Party, and its officers,
      directors, employees, agents and representatives (each an “ Indemnified
      Person ”)
      from
      and against any and all liabilities, obligations, claims, losses, damages,
      penalties, actions, judgments, suits, costs, expenses or disbursements of any
      kind or nature (collectively, the “ Claims ”)
      which
      may be imposed on, incurred by, or asserted against, any Indemnified Person
      arising in




7


connection
      with this Agreement ,
      except
      to the extent that any such indemnified liability is finally determined by
      a
      court of competent jurisdiction to have resulted solely from such Indemnified
      Person’s gross negligence or willful misconduct .
      The
      indemnification provided for in this Section shall survive the termination
      of
      this Agreement and shall extend and continue to benefit each individual or
      entity who is or has at any time been an Indemnified Person hereunder. Each
      Indemnified Person shall give notice to Debtor promptly after such Indemnified
      Person has actual knowledge of any claim as to which indemnity may be sought,
      and shall permit the Debtor to assume the defense of such claim or any
      litigation resulting therefrom; provided that
      counsel for the Debtor, who shall conduct the defense of such claim or any
      litigation resulting therefrom, shall be approved by the Indemnified Person
      (whose approval shall not be unreasonably withheld), and the Indemnified Person
      may participate in such defense at such party’s expense; and provided  further that the
      failure of any Indemnified Person to give notice as provided herein shall not
      relieve Debtor of its obligations under this Section 9, to the extent such
      failure is not prejudicial. Debtor, in the defense of any such claim or
      litigation, shall not, except with the consent of each Indemnified Person,
      consent to entry of any judgment or enter into any settlement that does not
      include as an unconditional term thereof the giving by the claimant or plaintiff
      to such Indemnified Person of a release from all liability in respect to such
      claim or litigation. Each Indemnified Person shall furnish such information
      regarding itself or the claim in question as Debtor may reasonably request
      in
      writing and as shall be reasonably required in connection with defense of such
      claim and litigation resulting therefrom.





10.  *Miscellaneous* .





(a)  Entire
      Agreement .
      This
      Agreement contains the entire agreement of Secured Party and Debtor with respect
      to the Collateral. If the parties hereto are parties to any prior agreement,
      either written or oral, relating to the Collateral, the terms of this Agreement
      shall amend and supersede the terms of such prior agreements as to transactions
      on or after the effective date of this Agreement, but all security agreements,
      financing statements, guaranties, other contracts and notices for the benefit
      of
      Secured Party shall continue in full force and effect to secure the Indebtedness
      unless Secured Party specifically releases its rights thereunder by separate
      release.





(b)  Amendment .
      No
      modification, consent or amendment of any provision of this Agreement shall
      be
      valid or effective unless the same is in writing and signed by the party against
      whom it is sought to be enforced.





(c)  Knowledge .
      For
      purposes of this Agreement, “Debtor’s knowledge” refers to the knowledge,
      information, and belief of the Debtor’s Chief Executive Officer, President or
      Chief Financial Officer after making inquiry of their respective direct reports
      and other appropriate officers or employees of Debtor reasonably likely to
      have
      knowledge of the matter to which such reference relates.





(d)  Actions
      by Secured Party .
      The
      lien, security interest and other security rights of Secured Party hereunder
      shall not be impaired by (i) any renewal, extension, increase or modification
      with respect to the Indebtedness, (ii) any surrender, compromise, release,
      renewal, extension, exchange or substitution which Secured Party may grant
      with
      respect to the Collateral, or (iii) any release or indulgence granted to any
      endorser, guarantor or surety of the Indebtedness. The taking of additional
      security by Secured Party shall not release or impair the lien, security
      interest or other security rights of Secured Party hereunder or affect the
      obligations of Debtor hereunder.





8


(e)  Waiver
      by Secured Party .
      Secured
      Party may waive any Event of Default without waiving any other prior or
      subsequent Event of Default. Secured Party may remedy any default without
      waiving the Event of Default remedied. Neither the failure by Secured Party
      to
      exercise, nor the delay by Secured Party in exercising, any right or remedy
      upon
      any Event of Default shall be construed as a waiver of such Event of Default
      or
      as a waiver of the right to exercise any such right or remedy at a later date.
      No single or partial exercise by Secured Party of any right or remedy hereunder
      shall exhaust the same or shall preclude any other or further exercise thereof,
      and every such right or remedy hereunder may be exercised at any time. No waiver
      of any provision hereof or consent to any departure by Debtor therefrom shall
      be
      effective unless the same shall be in writing and signed by Secured Party and
      then such waiver or consent shall be effective only in the specific instances,
      for the purpose for which given and to the extent therein specified. No notice
      to or demand on Debtor in any case shall of itself entitle Debtor to any other
      or further notice or demand in similar or other circumstances.





(f)  Costs
      and Expenses .
      Debtor
      will upon demand pay to Sanders Morris Harris Inc. the amount of any and all
      reasonable costs and expenses (including without limitation, attorneys’ fees and
      expenses), which Sanders Morris Harris Inc. may incur in connection with (i)
      the
      transactions which give rise to this Agreement, (ii) the preparation of this
      Agreement and the perfection and preservation of the security interests granted
      under the this Agreement, (iii) the administration of this Agreement, (iv)
      the
      custody, preservation, use or operation of, or the sale of, collection from,
      or
      other realization upon, the Collateral, (v) the exercise or enforcement of
      any
      of the rights of Sanders Morris Harris Inc. under this Agreement, or (vi) the
      failure by Debtor to perform or observe any of the provisions
      hereof.





(f)  **GOVERNING
      LAW** **.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF TEXAS AND APPLICABLE FEDERAL LAWS, EXCEPT TO THE EXTENT PERFECTION
      AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST GRANTED
      HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE GOVERNED BY THE LAWS
      OF
      A JURISDICTION OTHER THAN THE STATE OF TEXAS.**





(g)  Venue .
      This
      Agreement has been entered into in the county in Texas where Secured Party’s
      address for notice purposes is located, and it shall be performable for all
      purposes in such county. Courts within the State of Texas shall have
      jurisdiction over any and all disputes arising under or pertaining to this
      Agreement and venue for any such disputes shall be in the county or judicial
      district where this Agreement has been executed and delivered.





9


(h)  Severability .
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      illegal, invalid or unenforceable under present or future laws, such provision
      shall be fully severable, shall not impair or invalidate the remainder of this
      Agreement and the effect thereof shall be confined to the provision held to
      be
      illegal, invalid or unenforceable.





(i)  Notices .
      All
      notices, requests, demands or other communications required or permitted to
      be
      given pursuant to this Agreement shall be in writing and given by (i) personal
      delivery, (ii) expedited delivery service with proof of delivery, or (iii)
      United States mail, postage prepaid, registered or certified mail, return
      receipt requested, sent to the intended addressee at the address set forth
      on
      the first page hereof or to such different address as the addressee shall have
      designated by written notice sent pursuant to the terms hereof and shall be
      deemed to have been received either, in the case of personal delivery, at the
      time of personal delivery, in the case of expedited delivery service, as of
      the
      date of first attempted delivery at the address and in the manner provided
      herein, or in the case of mail, five days after deposit in a depository
      receptacle under the care and custody of the United States Postal Service.
      Either party shall have the right to change its address for notice hereunder
      to
      any other location within the continental United States by notice to the other
      party of such new address at least thirty (30) days prior to the effective
      date
      of such new address.





(j)  Binding
      Effect and Assignment .
      This
      Agreement (i) creates a continuing security interest in the Collateral, (ii)
      shall be binding on Debtor and the successors and assigns of Debtor, and (iii)
      shall inure to the benefit of Secured Party and its successors and assigns. The
      Secured Party may assign the Note issued to such Secured Party under the terms
      of the Loan Agreement pursuant to the terms of Section 11 of the Note, provided
      that prior to such assignment the assignee agrees in writing to be bound by
      the
      terms and conditions of this Agreement and the other Loan Documents. Secured
      Party’s rights and obligations hereunder may not be assigned or otherwise
      transferred without the prior written consent of the Debtor. Debtor’s rights and
      obligations hereunder may not be assigned or otherwise transferred without
      the
      prior written consent of Secured Party.





(k)  Cumulative
      Rights .
      All
      rights and remedies of Secured Party hereunder are cumulative of each other
      and
      of every other right or remedy which Secured Party may otherwise have at law
      or
      in equity or under any of the other Loan Documents, and the exercise of one
      or
      more of such rights or remedies shall not prejudice or impair the concurrent
      or
      subsequent exercise of any other rights or remedies.





(l)  Termination
      of Security Interest .
      Upon
      the payment in full of all Indebtedness, the security interest granted herein
      shall terminate and all rights to the Collateral shall revert to Debtor. Upon
      such termination Secured Party hereby authorizes Debtor to file any UCC
      termination statements necessary to effect such termination and Secured Party
      will execute and deliver to Debtor any additional documents or instruments
      as
      Debtor shall reasonably request to evidence such termination.





10


(m)  Descriptive
      Headings .
      The
      headings in this Agreement are for convenience only and shall in no way enlarge,
      limit or define the scope or meaning of the various and several provisions
      hereof.





EXECUTED
      as of the date first written above.





**DEBTOR:**RONCO
                CORPORATIONBy:
                /s/Richard F. Allen,
                Sr.Name:
                Richard F. Allen, Sr.Title:
                President and Chief Executive
                Officer










11





**SCHEDULE
      1**


**TO**


**SECURITY
      AGREEMENT**


**DATED
      JUNE 9, 2006**

















The
      other
      addresses referenced in Subsection 3(e) are as follows:





Ronco
      Corporation


61
      Moreland Road


Simi
      Valley, CA 93065











12