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                                                                   EXHIBIT 10.80


                               SECURITY AGREEMENT

      THIS SECURITY AGREEMENT is entered into, this 16th day of January,
2001, by and between ATM SERVICE, LTD. ("Debtor"), a New York Corporation,
and MARVEL WORLDWIDE, LTD. ("Secured Party").

                                    AGREEMENT

            For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Debtor grants to Secured Party a first priority
security interest in the property owned by Debtor and described on Schedule I
attached hereto, together with the proceeds of all property encumbered hereby
(the "Collateral").

            TO SECURE:

            (a) Payment of the indebtedness of the sum of $75,000.00 owed by
Debtor to Secured Party, with interest, evidenced by a promissory note from
Debtor to Secured Party, dated of even date herewith (the "Note"), together with
any and all renewals and extensions of the Note; and

            (b) The repayment of all sums and amounts that may be advanced or
expended by Secured Party for the maintenance and preservation of the Collateral
or any part thereof or the enforcement of any rights of Secured Party hereunder
or under the Note; and

            (c) Performance of each agreement of Debtor contained herein.

            DEBTOR WARRANTS AND AGREES:

            1. Debtor's principal place of business is located at 424 Madison
Avenue, New York, NY 10017 (the "Premises"). In the event that Debtor should
relocate its principal place of business to any other location, Debtor shall
promptly notify Secured Party, in writing, of the location to which it has moved
its principal place of business not less than ten (10) days prior the date of
such relocation.

            2. Except for the security interest granted hereby, Debtor is the
owner of the Collateral, free from any adverse lien, security interest or
encumbrance, and Debtor will defend against all claims and demands of all
persons at any time claiming the same or an interest therein.

            3. No Financing Statement covering any of the Collateral or any
proceeds thereof is on file in any public office, except for capital leases (for
cubes and copiers) and the financing of insurance policies. Debtor agrees to
execute one or more Financing Statements, pursuant to the Uniform Commercial
Code, in form satisfactory to Secured Party, and to file or record same in all
public offices wherever filing or recording is deemed by Secured Party to be
necessary or




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desirable and Debtor agrees to pay the cost of filing or recording the same
and/or this Agreement.

            4. To do all acts which may be necessary to maintain, preserve and
protect the Collateral, not to commit or permit any waste thereof, and to
maintain the Collateral in good order, repair and condition, reasonable wear and
tear excepted.

            5. Not to sell, assign, lease, encumber, or otherwise dispose of all
or any of the Collateral, other than that portion of the Collateral that is
subject to pending purchase orders, without the prior written consent of Secured
Party.

            6. To pay, at least ten (10) days before delinquency, all taxes,
assessments and liens now or hereafter imposed on the Collateral, and to
provide, maintain in force at all times, and deliver to Secured Party fire and
other insurance policies (including all risk, and earthquake insurance) on the
Collateral, as Secured Party may, at its discretion, require, in amounts and
with companies satisfactory to Secured Party with loss payable to Secured Party.

            7. If Debtor fails to make any payment due hereunder or do any other
act as herein required, then Secured Party, without obligation to do so and
without notice to or demand upon Debtor, may make such payments and do such acts
as Secured Party may deem necessary to protect its security interest in the
Collateral, Secured Party being hereby authorized (without limiting the general
nature of the authority hereinabove conferred) to take possession of the
Collateral or any part thereof, to the extent that Secured Party may so do
without breach of the peace, and to pay, purchase, contest or compromise any
security interest, encumbrance, charge or lien which, in the judgment of Secured
Party, appears to be prior or superior to or to jeopardize the security interest
granted hereby, and in exercising any such powers and authority to incur
necessary expenses, including attorneys' fees; provided, however, that in case
of a curable non-monetary default only, Secured Party shall first give Debtor
written notice of the default an a period of 15 days which to cure such default.
Debtor hereby agrees to repay immediately and without demand all sums expended
by Secured Party pursuant to the provisions of this paragraph with interest from
date of expenditure at the rate provided in the Note.

            8. Debtor shall be in default under this Agreement upon the
happening of any of the following events or conditions (each an "Event of
Default"):

            (a) Default by Debtor in the payment of any or all of the
indebtedness, obligations or liabilities secured hereby, provided, however, that
in case of a monetary default, Debtor has failed to cure such default within 10
days following Debtor's receipt of written notice of the default from Secured
Party and, in case of a curable non-monetary default, Debtor has failed to cure
such default within 30 days following Debtor's receipt of written notice of the
default from Secured Party;

            (b) Any warranty, representation or statement, made or
furnished to Secured Party by or on behalf of Debtor, proves to have been false
in any material respect when made or




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furnished; or

           (c) Insolvency, business failure, appointment of a receiver of
any part of the property of, assignment for the benefit of creditors by, or the
commencement of any proceedings under any bankruptcy or insolvency laws by, or
against, Debtor and, in the case of an action against debtor only, such action
is not dismissed within a period of sixty (60) days from the filing date.

            9. Upon an Event of Default, Secured Party, at its option, without
demand upon or notice to Debtor, may declare all indebtednesses, obligations and
liabilities secured hereby to be immediately due and payable, and Secured Party
shall have all the rights and remedies provided a secured party under the
Uniform Commercial Code and may proceed to foreclose the security interest
created hereby according to law, and may, at its option, and it is hereby
empowered, with or without foreclosure action, to enter upon the Premises or any
other premises where the Collateral or any part thereof may be and take
possession thereof and remove the Collateral or any part thereof. In addition,
Secured Party may require and Debtor agrees to assemble the Collateral and make
it available to Secured Party at a place to be designated by Secured Party which
is reasonably convenient to both parties. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, Secured Party will give Debtor reasonable notice of the time
and place of any public sale thereof or of the time after which any private or
other intended disposition is to be made. The requirements of reasonable notice
shall be met if such notice is mailed, postage prepaid, to the address of Debtor
shown above at least ten (10) days before the time of the sale or disposition.
The Collateral may be sold in one or more lots and at one or more sales, which
may be held on different days and need not be held within view of the Collateral
being sold. Secured Party shall deduct and retain from the proceeds of such sale
or sales all costs and expenses paid or incurred in the taking, removal,
holding, preparing for sale or sales of the Collateral, including any reasonable
attorneys' fees and legal expenses incurred or paid by Secured Party; the
balance of the proceeds shall be applied by Secured party upon the
indebtednesses, obligations and liabilities secured hereby, in such order and
manner as Secured Party may determine, and the surplus, if any, shall be paid to
Debtor or to the person or persons lawfully entitled to receive the same.

               (a) Secured Party, at its option, shall have the right to
commence any action or proceeding against a third party or appear in or defend
any action or proceeding brought by a third party purporting to affect the
rights, duties or liabilities of the parties hereto, including, without limiting
the generality of the foregoing, an action to foreclose the security interest
created hereby, and in connection therewith to incur costs, expenses and
attorneys' fees in any such action or proceeding in which the Secured Party
shall appear, all of which costs, expenses and attorneys' fees will be paid or
reimbursed to Secured Party by Debtor together with interest from the date of
expenditure at the rate provided in the Note.

               (b) In the event of any default hereunder, Secured Party shall
be entitled, without notice and without regard to the adequacy of the Collateral
and of any other security for the indebtedness hereby secured, to the
appointment of a receiver to take possession of all or any



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part of the Collateral and to exercise such powers as the Court shall confer
upon him.

               (c) At any public sale or sales made under this Section 9 or
authorized herein or by laws, or at any sale or sales made upon judicial
foreclosure of this security interest, Secured Party (or its representative) may
bid for and purchase any Collateral being sold and, in the event of such
purchase, shall hold such property thereafter discharged of all rights of
redemption.

            10. After an Event of Default, Secured Party shall be entitled to
enforce any indebtedness, obligation or liability secured hereby and to exercise
all rights and powers hereby conferred, although some or all of the
indebtedness, obligations and liabilities secured hereby are now or shall
hereafter be otherwise secured. Debtor's acceptance of this Agreement shall not
affect or prejudice Secured Party's right to realize upon or enforce any other
security now or hereafter held by Secured Party, and Secured Party shall be
entitled to exercise all rights of set-off to the same effect and in the same
manner as if this security interest had not been given.

            11. In the event suit is brought to enforce or interpret any part of
this Agreement, the prevailing party shall be entitled to recover, as an element
of damages, its cost of suit and, not as damages, a reasonable attorneys' fee to
be fixed by the Court.

            12. The words "Secured Party" and "Debtor", as used herein, shall be
construed to include the heirs, legatees, devisees, administrators, executors,
successors and assigns, respectively, of Secured Party and Debtor. This
Agreement shall bind and inure to the benefit of such third persons. Whenever
the context so requires, the masculine gender includes the feminine and neuter,
the singular number includes the plural, and vice versa. All references herein
to the Uniform Commercial Code means the Uniform Commercial Code as adopted by
the State in which Secured Party's principal place of business is located.

            THE UNDERSIGNED DEBTOR HEREBY SPECIFICALLY CERTIFIES THAT IT HAS
READ AND UNDERSTANDS THIS SECURITY AGREEMENT.


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

DEBTOR:

ATM SERVICE, LTD.


By: /s/ Gary Levi
    -----------------------
    Name:   Gary Levi
    Title:  President/COO

SECURED PARTY:

MARVEL WORLDWIDE, LTD.


By:
     -----------------------
     Name:  Boris Savitsky
     Title:  President



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                                   SCHEDULE I



                               Charmant Inventory

                               Polaroid Inventory




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