SECURITY AGREEMENT
                             (All Assets of Debtor)


         Agreement made this 1st day of April, 2002, by and between  VIDEOLOCITY
INTERNATIONAL,  INC. and its wholly owned subsidiary,  VIDEOLOCITY TECHNOLOGIES,
INC.,  collectively,  herein referred to as Debtor, and that group of holders of
promissory  notes executed by VIDEOLOCITY  INTERNATIONAL,  INC., as set forth in
Exhibit  "B"  hereto  and   incorporated   herein  by  this  reference,   herein
collectively  referred to as a "Lender".  The  security  interest in the subject
collateral as to each said Lender shall be an undivided  percentage interest set
forth in Exhibit "B".

         In consideration of the mutual covenants and promises set forth herein,
Debtor and Lender agree:


                                   SECTION ONE
                          CREATION OF SECURITY INTEREST

         Debtor  hereby grants to Lender a security  interest in the  collateral
described in Section Two to induce  Lender to extend the due date on the subject
loans  evidenced by the  Promissory  Notes  identified  in Exhibit "B" hereto by
amount  and date,  and to secure  the  performance  and  payment of all loans or
credit between Debtor,  and Lender,  in such sums and amounts as loans or credit
may be  extended  by  Lender,  and to be payable  as may be  directed  under any
agreement  extending  credit,  and to assure  the prompt  payment by Debtor,  to
Lender of all  indebtedness  owing by Debtor to Lender,  whether now existing or
hereafter incurred.


                                   SECTION TWO
                            DESCRIPTION OF COLLATERAL

         The  collateral  of this  security  agreement,  herein  referred  to as
collateral, consists of the following described property:

         All assets of Debtor however  designated or classified as identified on
Exhibit "A" attached hereto and incorporated  herein by this reference,  and the
proceeds from  disposition or licensing of said patents and or products  created
or  manufactured  through  the use of said  patents  by  debtor,  its  agents or
contractors.


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<PAGE>


                                  SECTION THREE
                         DEBTOR'S OBLIGATIONS, GENERALLY

         (a)  Payment.  Debtor  shall pay to Lender all  obligations  and credit
extensions  when  due  under  existing  agreements  or  subsequent   agreements,
including  all loans  made or credit  extended  or any  renewals  or  extensions
thereof in accordance  with the terms of such  agreements or notes including the
subject Promissory Notes executed by Debtor identified in Exhibit "B" hereto.

         (b) Warranties and Representations. Debtor warrants and covenants that:

         (1) Except for the security interest hereby granted,  Debtor has, or on
acquisition  will  have,  title to the  subject  collateral  free from any lien,
security  interest,  encumbrance or claim, and Debtor will, at Debtor's expense,
defend any action that may affect the Lender's  security interest in or Debtor's
title to collateral.

         (2)  Collateral  is  used  or is  to be  used  primarily  for  business
purposes.

         (3) Debtor is a corporation and it is duly organized and existing under
the laws of the State of Nevada and is duly  qualified  and in good  standing in
every state in which it is doing business.

         (4) The  execution,  delivery and  performance  of this  agreement  are
within the Debtor's  corporate  powers,  have been duly  authorized,  are not in
contravention  of law  or  the  terms  of  Debtor's  charter,  bylaws  or  other
incorporation  papers,  or of any  indenture,  agreement or undertaking to which
Debtor is a party or by which it is bound.

         (5) Debtor shall give Lender  written  notice of each location in which
collateral  is or will be kept other than for temporary  processing,  storage or
similar purposes. Except as such notice is given, all collateral is and shall be
kept at Debtor's address as it appears at the beginning of this agreement.

         (6) Debtor shall give Lender written notice of each office of Debtor at
which records of Debtor pertaining to collateral are kept. Except as such notice
is given,  all records of Debtor  pertaining to the  collateral are and shall be
kept at Debtor's address as it appears at the beginning of this agreement.

         (7)  Subject  to  any  limitations  stated  therein  or  in  connection
therewith, all balance sheets, earning statements and other financial data which
have been or may  hereafter be furnished  Lender to induce it to enter into this
agreement or any other  agreement or otherwise  in  connection  herewith,  do or
shall fairly represent the financial condition of Debtor as of the dates and the
results of its operations for the periods for which the same are furnished,  and
all other  information,  reports and other  papers and data  furnished to Lender
are, or shall be at the time

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<PAGE>

they are so  furnished,  accurate  and  correct  in all  material  respects  and
complete  insofar as  completeness  may be  necessary  to give Lender a true and
accurate knowledge of the subject matter.

         (c)  Performance  of Agreement.  Debtor shall perform all covenants and
agreements set forth in this security agreement.


                                  SECTION FOUR
                               LENDER'S OBLIGATION

         Lender shall extend the due date of the Notes identified in Exhibit "B"
to  September  1,  2002 in  consideration  for  Debtor  granting  this  security
interest,  but  Lender  shall not be under any  obligation  to grant  additional
extensions  of credit to Debtor and may  terminate  grants of credit (other than
the subject  loan) to Debtor at any time  without  cause.  Debtor  shall  remain
liable and the  security  agreement  shall be in force as long as Debtor has any
outstanding  obligation to Lender whether arising under the identified  Notes or
other extension of credit now existing or hereafter incurred.


                                  SECTION FIVE
                             PROCEEDS OF COLLATERAL

         Debtor  hereby  grants  to  Lender a  security  interest  in and to all
proceeds of collateral as defined by Utah Code  Annotated.  This provision shall
not be construed to mean that Debtor is authorized to sell, lease, or dispose of
collateral without the prior consent of Lender, except in the ordinary course of
Debtor's business.


                                   SECTION SIX
                         DECREASE IN VALUE OF COLLATERAL

         If  in  the  reasonable  judgment  of  Lender,   collateral  materially
decreases in value, (which shall not be exercised unless there is at least a 20%
diminution  in value of the  collateral),  Debtor  shall  within  10 days  after
written  request either provide  additional  security  reasonably  sufficient to
satisfy  Lender  or  arrange  to  reduce  the  total  indebtedness  by an amount
sufficient to satisfy Lender.


                                  SECTION SEVEN
                               FINANCING STATEMENT

         At the  request  of  Lender,  Debtor  will  join in  executing  or will
execute, as appropriate,  all necessary  financing  statements in all states and
provinces as the Lender,  in its sole  discretion  deem  appropriate,  in a form
satisfactory to Lender,  and Debtor will pay the cost of filing such statements.
Debtor will further execute all other instruments deemed, under prudent business


                                       3
<PAGE>

standards, to be necessary by Lender to perfect its security interest as granted
herein and pay the cost of filing  such  instruments.  Debtor  warrants  that no
financing  statement covering the collateral or any part thereof or any proceeds
thereof is  presently  on file in any public  office in conflict  with  Lender's
security interest in the collateral.

                                  SECTION EIGHT
                    LOCATION AND IDENTIFICATION OF COLLATERAL

         As to all collateral that is tangible  personal  property,  Debtor will
keep such collateral  separate and  identifiable and at Debtor's address showing
in this agreement,  and will not remove collateral from such address without the
prior  written  consent of Lender  except in the ordinary  course of business of
Debtor.


                                  SECTION NINE
                                    INSURANCE

         As to all collateral that is tangible personal  property,  Debtor shall
insure collateral with companies  acceptable to Lender against casualties and in
such amounts as Lender shall require. Such insurance shall be for the benefit of
Debtor and Lender as their interests may appear.  Lender is hereby authorized to
collect sums that may become due that is insuring the collateral  under any such
insurance policies and apply the sums to the obligations hereby secured.


                                   SECTION TEN
                              TAXES AND ASSESSMENTS

         Debtor  shall  promptly  pay  when due all  taxes  and  assessments  on
collateral or for its use and operation.


                                 SECTION ELEVEN
                            PROTECTION OF COLLATERAL

         Debtor shall keep collateral in good order and repair ordinary wear and
tear  excepted and shall not waste or destroy  collateral  or any part  thereof.
Further,  Debtor  shall  not use  collateral  in  violation  of any  statute  or
ordinance.  Lender  shall have the right,  by or  through  any of its  officers,
agents,  attorneys  or  accountants,  to examine and inspect  collateral  at any
reasonable  time,  including the right to make extracts from Debtor's  books and
records and to arrange for verification of depreciation  accounts and transfers,
under reasonable procedures, directly with account Debtors or by other methods.


                                       4
<PAGE>

                                 SECTION TWELVE
                            REIMBURSEMENT OF EXPENSES

         At the option of Lender and at any time,  Lender may  discharge  taxes,
liens, or other encumbrances on collateral which non-discharge would endanger or
impair Lender's  security interest and, perform or cause to be performed for and
on behalf of Debtor any action,  condition,  obligation, or covenant that Debtor
fails or refuses to perform, or pay for the repair, maintenance and preservation
of collateral  which  non-discharge  would endanger or impair Lender's  security
interest.  All sums so expended by Lender shall bear  interest  from the date of
payment at the default rate  specified  in the Notes,  whether or not said Notes
shall have been discharged,  and shall be payable at the place designated in the
above-mentioned Notes, and shall be secured by this Security Agreement.


                                SECTION THIRTEEN
                          TIME SHALL BE OF THE ESSENCE

         In performing any act under this agreement and the obligations and note
secured hereby, TIME SHALL BE OF THE ESSENCE.


                                SECTION FOURTEEN
                                     WAIVER

         The  failure  of Lender to  exercise  any  right or  remedy,  including
acceptance by Lender of partial or delinquent  payments,  shall not constitute a
waiver of any  obligation of Debtor or right of Lender or constitute a waiver of
any other similar default subsequently occurring.


                                 SECTION FIFTEEN
                                     DEFAULT

         If Debtor fails to pay any amount payable on the above  mentioned Notes
or on any other indebtedness secured hereby, or shall fail to observe or perform
any of the provisions of this  agreement,  or of any other  agreements as herein
mentioned,  Debtor  shall  be in  default.  In  addition,  any  or  all  of  the
liabilities  of Debtor to Lender  shall,  at the option of Lender but subject to
any time allowed by any instrument evidencing a liability,  including the notice
provisions in the Notes the subject of this security  interest,  be  immediately
due and  payable  without  notice  or  demand  on the  occurrence  of any of the
following events:

         (a) The  making by Debtor of any  misrepresentation  to Lender  for the
purpose of obtaining credit or an extension of credit;

         (b) The failure of Debtor after request by Lender to furnish  financial
information or to permit the inspection of books or records;

         (c) The issuance of an  injunction or  attachment  against  property of
Debtor;

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<PAGE>

         (d) The insolvency of Debtor or of any endorser,  guarantor,  or surety
on any liability of Debtor to Lender;

         (e) A change in the condition or affairs,  financial or  otherwise,  of
Debtor as in the opinion of Lender  impairs  Lender's  security or increases its
risk;

         (f)  Default of Debtor  under any loan,  credit or other  agreement  to
which Lender is also a party.


                                 SECTION SIXTEEN
                                    REMEDIES

         On any such default or election by Lender under Section Fifteen of this
Agreement, and at any time thereafter:

         (a) Lender may declare all obligations  secured hereby  immediately due
and payable and may proceed to enforce  payment and  exercise  any and all other
rights and remedies provided by the Utah Commercial Code, as well as any and all
other rights and remedies possessed by Lender.

         (b) Lender  shall  have the right to remove  collateral  from  Debtor's
premises. Lender may require Debtor to assemble collateral and make it available
to Lender at any place to be designated by Lender that is reasonably  convenient
to both parties. For purposes of removal and possession of collateral, Lender or
its representatives may enter any premises of Debtor without legal process,  and
Debtor  hereby  waives  and  releases  Lender of and from any and all  claims in
connection therewith or arising therefrom.

         (c) Unless collateral is perishable or threatens to decline speedily in
value or is of a type customarily sold on a recognized market, Lender shall give
Debtor reasonable notice of the time and place of any public sale thereof, or of
the time after which any private sale or any other intended  disposition thereof
is to be made. The requirement of reasonable  notice shall be met if such notice
is mailed,  postage  prepaid,  to the address of Debtor  shown  herein,  or such
address as Debtor may hereafter  establish for conducting its business and shall
notify  Lender  thereof,  in writing,  at least ten (10) days before the time of
sale or disposition. Expenses of retaking, holding, preparing for sale, selling,
or the like shall  include  reasonable  attorney's  fees and legal  expenses  of
Lender.

                                SECTION SEVENTEEN
                                  GOVERNING LAW

         The validity of this security agreement and any provision thereof shall
be determined under and be construed according to the laws of the State of Utah,
and all obligations of the parties created  hereunder are to be performed in the
State of Utah.

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<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.

Debtor:

VIDEOLOCITY INTERNATIONAL, INC.               VIDEOLOCITY TECHNOLOGIES, INC.

by__________________________________          by________________________________
    its C.E.O.                                    its C.E.O.

Attest:                                       Attest:
____________________________________          __________________________________
Secretary                                     Secretary


Lender:                                       CROWN JEWELS, LLC

_______________________________________       by________________________________
David B. Edwards                                  Its Member/Manager

_______________________________________
Lynette Edwards
                                              ISOZ, L.C.

_______________________________________       by________________________________
Bennie L. Williams                                Its Member/Manager

_______________________________________
Larry R. McNeill                              James C. Davis Trust 12/19/91


TO BE NAMED:___________________________       by________________________________
                                                  Its Trustee

by_____________________________________       W.A.J. ENTERPRISES, LLC

                                              by________________________________
                                                  Member/Manager



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<PAGE>



                                   EXHIBIT "A"
                            DESCRIPTION OF COLLATERAL


All patents issued or to be issued on those items as identified in the following
Provisional Patent Applications made by Videolocity Technologies, Inc.

     "Videolocity Digital Entertainment Solution"
          Application No. 60/297,791;
     "Videolocity Video Encoding & Compression Process"
          Application No. 60/336,703;
     "Videolocity Graphical User Interface"
          Application No. 60/336,701;
     "Videolocity Embedded Software Image"
          Application No. 60/336,702;
     "Videolocity Proprietary PCI Video Card"
          Application No. 60/338/772.
     "Videolocity Digital Entertainment System - Linux Version"
          Application Filed.

These patents  embrace the  proprietary  technology  and  intellectual  property
presently  owned and held by  Videolocity  Technologies,  Inc.,  a wholly  owned
subsidiary of Videolocity International, Inc.




VIDEOLOCITY INTERNATIONAL, INC
                                             Attest:

by___________________________                ________________________________
    its C.E.O.                                 Secretary




VIDEOLOCITY TECHNOLOGIES, INC
                                             Attest:

by___________________________                ________________________________
    its C.E.O.                                 Secretary



                                       8
<PAGE>



                                   EXHIBIT "B"
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
          PROMISSORY NOTES TO BE COLLATERALIZED BY PATENTED TECHNOLOGY
                    OWNED BY VIDEOLOCITY INTERNATIONAL, INC.
------------------------------------------------------------------------------------------------------
                                                                                    % Ownership in
          LENDER                        NOTE DATE                   AMOUNT          Sec Agreement
------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                    <C>
David B. Edwards and
Lynette Edwards, JTTEN                 July 30, 2001              $100,000.00             6.67%
------------------------------------------------------------------------------------------------------
Crown Jewels, LLC                      August 24, 2001            $100,000.00             6.67%
------------------------------------------------------------------------------------------------------
Bennie L. Williams                     August 24, 2001            $100,000.00             6.67%
------------------------------------------------------------------------------------------------------
ISOZ, LC.                              July 31, 2001              $215,000.00             14.32%
------------------------------------------------------------------------------------------------------
Larry R. McNeill                       July 31, 2001              $135,000.00             9.00%
------------------------------------------------------------------------------------------------------
James C. Davis Trust 12/19/91          July 30, 2001              $100,000.00             6.67%
------------------------------------------------------------------------------------------------------
W.A.J. Enterprises, LLC                December 6, 2001           $300,000.00            20.00%
------------------------------------------------------------------------------------------------------
TO BE NAMED                                                       $450,000.00            30.00%
------------------------------------------------------------------------------------------------------
TOTAL                                                           $1,500,000.00           100%
------------------------------------------------------------------------------------------------------
</TABLE>



VIDEOLOCITY INTERNATIONAL, INC
                                             Attest:

by___________________________                ________________________________
    its C.E.O.                                 Secretary




VIDEOLOCITY TECHNOLOGIES, INC
                                             Attest:

by___________________________                ________________________________



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