SECURITY AGREEMENT

     SECURITY  AGREEMENT  (this  "Security  Agreement")  dated  as of 7th day of
March,  2008,  by and between Total Luxury  Group,  Inc.  (the  "Company" or the
"Debtor"),  for the  benefit of  Accelerant  Partners  LLC (the  "Holder" or the
"Secured Party").

                                    Recitals

     A. Pursuant to the Stock  Purchase  Agreement,  dated as of the date hereof
(including  all annexes,  exhibits and schedules  thereto,  as from time to time
amended,   restated,   supplemented   or  otherwise   modified,   the  "Purchase
Agreement"),  between  the  Debtor,  as  purchaser  of certain  shares of Petals
Decorative Accents, Inc. common stock (the "Shares") and the Secured Partner, as
the seller of the Shares, the Debtor, as partial  consideration for its purchase
of Shares, has agreed to issue to the Secured Party, the Debtor's Senior Secured
9% convertible  promissory note in the aggregate principal amount of $19,000,000
(together with all renewals,  extensions and modifications  thereof and any note
or notes issued in substitution or exchange therefor, the "Note"); and

     B. As a  condition  to the  Secured  Party's  obligation  to enter into the
Purchase Agreement and to accept the Note as partial  consideration for its sale
of the  Shares,  the  Debtor has agreed to execute  and  deliver  this  Security
Agreement to provide collateral security for the obligations of the Debtor under
the  Purchase  Agreement,  the  Note,  this  Security  Agreement  and any  other
agreements  entered into, now or in the future by the Debtor in connection  with
the Purchase Agreement (hereinafter collectively referred to as the "Transaction
Documents").

                                    Agreement

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Defined Terms.  Terms not otherwise  defined in this Security  Agreement
(including Annex A hereto),  unless the context  indicates  otherwise,  have the
meanings set forth in the Purchase Agreement,  or if not defined in the Purchase
Agreement,  then as provided  for by the Code to the extent the same are used or
defined therein.

     2. Grant Of Lien.

          (a) To  secure  the  prompt  and  complete  payment,  performance  and
     observance  when due  (whether  at  stated  maturity,  by  acceleration  or
     otherwise) of all of the Secured  Obligations,  the Debtor  hereby  grants,
     assigns,  conveys,  mortgages,  pledges,  hypothecates and transfers to the
     Secured Party,  security  interests in all of its right, title and interest
     in, to and under all personal  property and other assets  described  below,
     whether  now owned by or owing to, or  hereafter  acquired by or arising in
     favor of the Debtor,  and whether  owned or  consigned  by or to, or leased
     from or to, the Debtor, and regardless of where located (all of which being
     hereinafter  collectively  referred  to  as  the  "Collateral"):   (i)  all
     Accounts; (ii) all General Intangibles; (iii) all goods, including, without
     limitation,  Inventory and Equipment;  (iv) all real property and fixtures;
     (v) all Chattel  Paper;  (vi) all  Instruments  (including  all  promissory


<PAGE>

     notes);  (vii) all documents;  (viii) all Deposit  Accounts,  including all
     deposits  therein;  (ix) all money, cash or cash equivalents of the Debtor;
     (x) all books and records pertaining to the Collateral; (xi) all investment
     property  (including  securities,  whether  certificated or uncertificated,
     securities  accounts,   security   entitlements,   commodity  contracts  or
     commodity accounts);  (xii) all Trademarks,  Patents or Copyrights or other
     Intellectual  Property;  (xiii) to the extent not otherwise  included,  all
     Proceeds,  tort claims,  insurance  claims and other rights to payments not
     otherwise  included in the  foregoing and products of the foregoing and all
     accessions to,  substitutions  and replacements  for, and rents and profits
     of, each of the foregoing.

          (b)  In  addition,   to  secure  the  prompt  and  complete   payment,
     performance  and  observance  of the  Secured  Obligations  and in order to
     induce the Secured  Party as  aforesaid,  the Debtor  hereby  grants to the
     Secured Party, a right of setoff against the property of the Debtor held by
     the Secured Party,  consisting of property  described above in Section 2(a)
     now or  hereafter  in the  possession  or  custody  of or in transit to the
     Secured  Party,  for any  purpose,  including  safekeeping,  collection  or
     pledge,  for the account of the Debtor,  or as to which the Debtor may have
     any right or power.

     3. Representations and Warranties. The Debtor represents and warrants that:

          (a) The Debtor is a  corporation  duly  organized and in good standing
     under the laws of the jurisdiction of its incorporation.  The execution and
     delivery, and performance of this Security Agreement, the other Transaction
     Documents  to  which  it  is a  party  and  the  transactions  contemplated
     hereunder and thereunder (i) are all within the Debtor's  corporate powers,
     (ii) have been duly  authorized,  (iii) are not in  contravention of law or
     the terms of the Debtor's  certificates  of  incorporation  or by-laws,  or
     other  organizational  documentation,   or  any  indenture,   agreement  or
     undertaking  to which the  Debtor is a party or by which  its  property  is
     bound and (iv) will not result in the creation or imposition of, or require
     or give rise to any  obligation  to grant,  any  lien,  security  interest,
     charge or other  encumbrance  upon any property of the Debtor other than in
     favor  of  the  Secured  Party.  This  Security  Agreement  and  the  other
     Transaction  Documents  to which the  Debtor is a party  constitute  legal,
     valid and binding  obligations of the Debtor enforceable in accordance with
     their respective terms.

          (b) As of the date  hereof  and  after  the  creation  of the  Secured
     Obligations and the security  interest of the Secured Party, the Debtor (i)
     owns assets and  property  whose fair  saleable  value is greater  than the
     amount  that  is  likely  to be  required  to pay  all  of its  liabilities
     (including  contingent  liabilities as and when they become due);  (ii) are
     able to pay all of its liabilities as such liabilities  mature;  (iii) have
     capital  sufficient  to  carry on its  business  and  transactions  and all
     business and transactions in which it is about to engage;  and (iv) are not
     "insolvent" within the meaning of Section 101(32) of the Bankruptcy Code.

          (c) Except as may be set forth on  Schedule  I hereto,  the Debtor has
     rights in and the power to transfer,  and is the sole beneficial owners of,
     each  item  of the  Collateral  upon  which  it  purports  to  grant a Lien
     hereunder free and clear of any and all Liens.

          (d) No effective security agreement,  financing statement,  equivalent
     security or Lien instrument or continuation  statement  covering all or any
     part of the Collateral is on file or of record in any public office.



                                       2
<PAGE>

          (e) This  Security  Agreement  is  effective  to  create  a valid  and
     continuing Lien on and, upon the filing of appropriate financing statements
     with the  governmental  offices  listed on Schedule II hereto,  a perfected
     Lien in favor of the Secured Party, on the Collateral with respect to which
     a Lien may be perfected by filing  pursuant to Article 9 of the Code. As of
     the Closing, such Lien will be prior to all other Liens, and is enforceable
     as such against any and all creditors of and purchasers from the Debtor.

          (f) The  Debtor's  name  as it  appears  in  official  filings  in the
     jurisdiction of its incorporation or other organization, the type of entity
     of Debtor  (including  corporation,  partnership,  limited  partnership  or
     limited liability company),  organizational identification number issued by
     the Debtor's  jurisdiction of  incorporation or organization or a statement
     that  no  such  number  has  been  issued,  the  Debtor's  jurisdiction  of
     organization or incorporation, the location of the Debtor's chief executive
     offices,   principal  places  of  business,   offices  and  premises  where
     Collateral is stored or located, and the locations of its books and records
     concerning the Collateral are set forth on Schedule III hereto.  The Debtor
     has only one state of incorporation  or  organization.  The Debtor has not,
     during the five years prior to the date of this  Security  Agreement,  been
     known by or used any other  corporate or  fictitious  name or been party to
     any merger or  consolidation,  or acquired all or substantially  all of the
     assets of any Person,  or acquired any of its property or assets out of the
     ordinary  course of  business,  except as set forth on Schedule III hereto.
     The Debtor has not (i) within the period of four  months  prior to the date
     hereof,  changed its  location  (as defined in Section  9-307 of the Code),
     (ii) except as  specified on Schedule  III hereto,  heretofore  changed its
     name,  or (iii)  except as  specified  on Schedule  III hereto,  heretofore
     became "new debtor" (as defined in Section  9-102(a)(56)  of the Code) with
     respect to a currently effective security agreement previously entered into
     by any other Person.

          (g) The Debtor  does not own or  license  any  Trademarks,  Patents or
     Copyrights or other Intellectual Property,  except as set forth on Schedule
     IV hereto.

     4. Covenants.  The Debtor covenants and agrees with the Secured Party, that
from and after the date of this  Security  Agreement  and until the  Termination
Date:

          (a) Further Assurances.

               (i) At any time and from time to time (including upon any written
          request of the Secured Party), at the sole expense of the Debtor,  the
          Debtor  shall  promptly  and duly execute and deliver any and all such
          further instruments and documents and take such further actions as may
          be necessary or desirable or reasonably requested by the Secured Party
          to obtain the full  benefits  of this  Security  Agreement  and of the
          rights and powers herein  granted,  including (A) using all reasonable
          efforts to secure all consents and approvals  necessary or appropriate
          to enforce the security  interests granted  hereunder;  and (B) filing
          any  financing   statements,   mortgages,   continuation   statements,
          assignments and amendments with respect to the Liens granted hereunder
          as to  those  jurisdictions  that  are  not  Uniform  Commercial  Code
          jurisdictions.

               (ii) The Debtor hereby irrevocably and unconditionally authorizes
          the  Secured  Party at any  time and from  time to time to file in any
          filing office in any Uniform  Commercial Code jurisdiction any initial
          financing  statements,   continuation   statements,   assignments  and



                                       3
<PAGE>

          amendments  thereto that (a) indicate the Collateral,  and (b) contain
          any  other  information  required  by  Article  9 of the  Code for the
          sufficiency or filing office acceptance of any financing  statement or
          amendment.  The Debtor agrees to furnish any such  information  to the
          Secured  Party  promptly  upon  request.  The Debtor also ratifies its
          authorization  for the  Secured  Party to have  filed  in any  Uniform
          Commercial  Code  jurisdiction  any initial  financing  statements  or
          amendments  thereto if filed prior to the date hereof and ratifies and
          confirms the authorization of the Secured Party to file such financing
          statements (and amendments,  if any). The Debtor hereby authorizes the
          Secured Party to adopt on behalf of the Debtor any symbol required for
          authenticating   any  electronic   filing.   In  the  event  that  the
          description  of the collateral in any financing  statement  naming the
          Secured  Party or its designee as the secured  party and the Debtor as
          debtors  includes  assets and  properties of the Debtor that do not at
          any time constitute  Collateral,  whether hereunder,  under any of the
          other Transaction Documents or otherwise, the filing of such financing
          statement shall  nonetheless be deemed authorized by the Debtor to the
          extent of the Collateral included in such description and it shall not
          render the financing statement ineffective as to any of the Collateral
          or otherwise  affect the  financing  statement as it applies to any of
          the Collateral.

               (iii) The  Debtor  shall  take all steps  necessary  to grant the
          Secured  Party control of and a perfected  Lien on all Chattel  Paper,
          Instruments,   Deposit  Accounts,   Investment  Property,   investment
          accounts, security accounts,  commodity accounts, letters of credit or
          banker's  acceptance  constituting   Collateral  (including,   without
          limitation,  the delivery to the Secured Party of all such Collateral,
          accompanied  by  such  instruments  of  transfer  or  assignment  duly
          executed in black,  the delivery of a deposit or  investment  property
          control agreement executed by the Debtor and any applicable  financial
          institution).

               (iv)  The  Debtor  shall,  upon the  occurrence  and  during  the
          continuance  of any Event of  Default,  upon  request  of the  Secured
          Party,  promptly notify (and the Debtor hereby  authorizes the Secured
          Party so to notify) each Account  Debtor in respect of any Accounts of
          the Debtor that such Collateral has been assigned to the Secured Party
          hereunder,  and that any  payments  due or to  become  due in  respect
          thereof are to be made directly to the Secured Party.

          (b) Maintenance of Records. The Debtor shall keep and maintain, at its
     own cost and expense,  satisfactory and complete records of the Collateral,
     including a record of any and all payments received and any and all credits
     granted with respect to the  Collateral in the same manner such records are
     presently kept and maintained.

          (c)  Limitation  on Liens on  Collateral.  The Debtor will not create,
     permit or suffer  to exist,  and the  Debtor  will  defend  the  Collateral
     against,  and take such other action as is necessary to remove, any Lien on
     the  Collateral,  and will  defend the  right,  title and  interest  of the
     Secured  Party in and to any of the Debtor's  rights  under the  Collateral
     against the claims and demands of all Persons whomsoever.

          (d)  Limitations on  Disposition.  The Debtor will not sell,  license,
     lease,  transfer or otherwise  dispose of any of the Collateral (other than
     Inventory in the ordinary course of business), or attempt or contract to do
     so.



                                       4
<PAGE>

          (e) Further  Identification  of  Collateral.  The Debtor  will,  if so
     requested by the Secured Party,  furnish to the Secured Party,  as often as
     the Secured Party  reasonably  requests,  statements and schedules  further
     identifying  and  describing  the  Collateral  and such  other  reports  in
     connection with the Collateral as the Secured Party may reasonably request,
     all in such detail as the Secured Party may reasonably specify.

          (f) Notices.  The Debtor will advise the Secured  Party  promptly,  in
     reasonable  detail,  (i) of any  Lien or  written  claim  made or  asserted
     against  any of the  Collateral,  and (ii) of the  occurrence  of any other
     event  which  could  have a  material  adverse  effect  on the value of the
     Collateral or on the Liens created hereunder.

          (g)  No  Reincorporation;   No  Name  Change.  The  Debtor  shall  not
     reincorporate or reorganize itself under the laws of any jurisdiction other
     than the  jurisdictions  in which it is incorporated or organized as of the
     date hereof  without the prior written  consent of the Secured  Party.  The
     Debtor shall not change its legal names  without first giving 30 days prior
     written notice of its intent to do so to the Secured Party.

     5. Secured Party's  Appointment As  Attorney-in-fact.  On the Closing Date,
the Debtor  shall  execute and deliver to the Secured  Party a power of attorney
(the "Power of Attorney")  substantially  in the form attached hereto as Exhibit
A. The power of  attorney  granted  pursuant to the Power of Attorney is a power
coupled with an interest and shall be irrevocable  until the  Termination  Date.
The powers conferred on the Secured Party, for the benefit of the Secured Party,
under the Power of Attorney are solely to protect the Secured Party's  interests
in the  Collateral  and shall not  impose  any duty  upon the  Secured  Party to
exercise any such powers.  The Secured Party agrees with the Purchaser  that (a)
except for the powers  granted in clause (h) of the Power of Attorney,  it shall
not exercise any power or authority  granted under the Power of Attorney  unless
an Event of Default has  occurred and is  continuing,  (b) it shall not exercise
any power or authority  under the Power of Attorney  unless such action has been
approved  in writing by the  holders of a majority  in  principal  amount of the
Notes  outstanding  (the  "Required  Holders"),  and (c) the Secured Party shall
account  for  any  moneys  received  by the  Secured  Party  in  respect  of any
foreclosure on or  disposition  of Collateral  pursuant to the Power of Attorney
provided  that the Secured  Party shall not have any duty as to any  Collateral,
and the Secured  Party shall be  accountable  only for amounts  that it actually
receives as a result of the exercise of such powers.  NEITHER THE SECURED  PARTY
NOR ITS AFFILIATES,  OFFICERS,  DIRECTORS,  EMPLOYEES, AGENTS OR REPRESENTATIVES
SHALL BE RESPONSIBLE TO THE DEBTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER
OF ATTORNEY OR OTHERWISE,  EXCEPT IN RESPECT OF DAMAGES  ATTRIBUTABLE  SOLELY TO
ITS OWN GROSS NEGLIGENCE OR WILLFUL  MISCONDUCT AS FINALLY DETERMINED BY A COURT
OF COMPETENT JURISDICTION.

     6. Remedies: Rights Upon Default.

          (a) In addition to all other rights and  remedies  granted to it under
     this  Security  Agreement,  the other  Transaction  Documents and under any
     other  instrument or agreement  securing,  evidencing or relating to any of
     the Secured Obligations, if any Event of Default shall have occurred and be
     continuing,  the Secured  Party may  exercise  all rights and remedies of a



                                       5
<PAGE>

     secured  party  under the Code.  Without  limiting  the  generality  of the
     foregoing,  the Debtor  expressly agrees that in any such event the Secured
     Party,  without  demand of performance  or other demand,  advertisement  or
     notice of any kind (except the notice  specified below of time and place of
     public or private  sale) to or upon the Debtor or any other Person (all and
     each of which  demands,  advertisements  and notices  are hereby  expressly
     waived to the maximum  extent  permitted  by the Code and other  applicable
     law),  may  forthwith  enter  upon the  premises  of the  Debtor  where any
     Collateral is located through self-help,  without judicial process, without
     first  obtaining a final  judgment or giving the Debtor or any other Person
     notice and opportunity for a hearing on the Secured Party's claim or action
     and may collect, receive, assemble,  process,  appropriate and realize upon
     the  Collateral,  or any  part  thereof,  and may  forthwith  sell,  lease,
     license,  assign,  give  an  option  or  options  to  purchase,  or sell or
     otherwise dispose of and deliver said Collateral (or contract to do so), or
     any part  thereof,  in one or more  parcels at a public or private  sale or
     sales, at any exchange at such prices as it may deem  acceptable,  for cash
     or on credit or for future delivery without  assumption of any credit risk.
     The  Secured  Party shall have the right upon any such public sale or sales
     and, to the extent  permitted by law,  upon any such private sale or sales,
     to purchase the whole or any part of said  Collateral so sold,  free of any
     right or equity of redemption, which equity of redemption the Debtor hereby
     releases.  Such sales may be adjourned and continued from time to time with
     or without  notice.  The Secured Party shall have the right to conduct such
     sales on the Debtor's premises or elsewhere and shall have the right to use
     the Debtor's  premises without charge for such time or times as the Secured
     Party deems necessary or advisable.

          If any Event of Default  shall have  occurred and be  continuing,  the
     Debtor further  agrees,  at the Secured  Party's  request,  to assemble the
     Collateral  and make it available to the Secured Party at a place or places
     designated  by the Secured  Party which are  reasonably  convenient  to the
     Secured  Party  and  the  Debtor,  whether  at  the  Debtor's  premises  or
     elsewhere.  Until the  Secured  Party is able to affect a sale,  lease,  or
     other disposition of Collateral,  the Secured Party shall have the right to
     hold or use  Collateral,  or any part thereof,  to the extent that it deems
     appropriate  for the purpose of  preserving  Collateral or its value or for
     any other purpose  deemed  appropriate  by the Secured  Party.  The Secured
     Party shall have no  obligation  to the Debtor to maintain or preserve  the
     rights of the Debtor as against  third  parties with respect to  Collateral
     while  Collateral is in the  possession of the Secured  Party.  The Secured
     Party may, if it so elects, seek the appointment of a receiver or keeper to
     take  possession  of Collateral  and to enforce any of the Secured  Party's
     remedies,  with respect to such appointment without prior notice or hearing
     as to such  appointment.  The Secured Party shall apply the net proceeds of
     any such collection, recovery, receipt, appropriation,  realization or sale
     to the Secured  Obligations as provided in the Transaction  Documents,  and
     only after so paying over such net  proceeds,  and after the payment by the
     Secured  Party of any other amount  required by any  provision of law, need
     the Secured  Party account for the surplus,  if any, to the Debtor.  To the
     maximum  extent  permitted by applicable  law, the Debtor hereby waives all
     claims,  damages,  and demands  against  the Secured  Party and the Secured
     Party arising out of the repossession,  retention or sale of the Collateral
     except  such  as  arise  solely  out of the  gross  negligence  or  willful
     misconduct  of such  Secured  Party  as  finally  determined  by a court of
     competent  jurisdiction.  The Debtor agrees that ten (10) days prior notice
     by the  Secured  Party of the time and place of any  public  sale or of the
     time after which a private sale may take place is  reasonable  notification
     of such matters.  The Debtor shall remain liable for any  deficiency if the
     proceeds of any sale or disposition of the Collateral are  insufficient  to
     pay all  Secured  Obligations,  including  any  attorneys'  fees and  other



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<PAGE>

     expenses incurred by the Secured Party to collect such deficiency.

          (b)  Except as  otherwise  specifically  provided  herein,  the Debtor
     hereby waives  presentment,  demand,  protest or any notice (to the maximum
     extent  permitted by applicable  law) of any kind in  connection  with this
     Security Agreement or any Collateral.

          (c) To the extent that  applicable  law imposes  duties on the Secured
     Party to exercise remedies in a commercially  reasonable manner, the Debtor
     acknowledges  and agrees that it is not  commercially  unreasonable for the
     Secured Party (i) to fail to incur expenses  reasonably deemed  significant
     by the Secured Party to prepare  Collateral for disposition or otherwise to
     complete  raw  material  or work in process  into  finished  goods or other
     finished  products  for  disposition,  (ii) to fail to obtain  third  party
     consents  for access to  Collateral  to be disposed of, or to obtain or, if
     not  required by other law, to fail to obtain  governmental  or third party
     consents for the collection or disposition of Collateral to be collected or
     disposed of, (iii) to fail to exercise  collection remedies against Account
     Debtors or other  Persons  obligated on Collateral or to remove Liens on or
     any adverse claims against Collateral, (iv) to exercise collection remedies
     against Account Debtors and other Persons obligated on Collateral  directly
     or through the use of collection agencies and other collection specialists,
     (v) to advertise  dispositions of Collateral through  publications or media
     of general  circulation,  whether or not the Collateral is of a specialized
     nature, (vi) to contact other Persons,  whether or not in the same business
     as the Debtor,  for expressions of interest in acquiring all or any portion
     of such Collateral,  (vii) to hire one or more professional  auctioneers to
     assist in the  disposition of Collateral,  whether or not the Collateral is
     of a  specialized  nature,  (viii) to dispose of  Collateral  by  utilizing
     internet sites that provide for the auction of assets of the types included
     in the Collateral or that have the reasonable capacity of doing so, or that
     match buyers and sellers of assets,  (ix) to dispose of assets in wholesale
     rather than retail markets, (x) to disclaim disposition warranties, such as
     title, possession or quiet enjoyment,  (xi) to purchase insurance or credit
     enhancements to insure the Secured Party against risks of loss,  collection
     or  disposition  of  Collateral  or to  provide  to  the  Secured  Party  a
     guaranteed  return from the collection or  disposition  of  Collateral,  or
     (xii) to the extent deemed  appropriate by the Secured Party, to obtain the
     services  of other  brokers,  investment  bankers,  consultants  and  other
     professionals  to assist the Secured Party in the collection or disposition
     of any of the Collateral.  The Debtor acknowledges that the purpose of this
     Section 6(c) is to provide  non-exhaustive  indications  of what actions or
     omissions by the Secured Party would not be  commercially  unreasonable  in
     the Secured  Party's  exercise of remedies  against the Collateral and that
     other  actions  or  omissions  by the  Secured  Party  shall  not be deemed
     commercially  unreasonable solely on account of not being indicated in this
     Section 6(c). Without  limitation upon the foregoing,  nothing contained in
     this  Section  6(c) shall be construed to grant any rights to the Debtor or
     to impose any duties on the Secured  Party that would not have been granted
     or imposed by this Security  Agreement or by applicable  law in the absence
     of this Section 6(c).

          (d) The Secured  Party shall not be required to make any demand  upon,
     or pursue or exhaust any of their rights or remedies  against,  the Debtor,
     any other obligor,  guarantor,  pledgor or any other Person with respect to
     the payment of the Secured Obligations or to pursue or exhaust any of their
     rights or remedies with respect to any Collateral therefor or any direct or
     indirect  guarantee  thereof.  The  Secured  Party shall not be required to
     marshal the  Collateral or any guarantee of the Secured  Obligations  or to
     resort to the Collateral or any such guarantee in any particular order, and



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<PAGE>

     all of its and their rights  hereunder or under any other Document shall be
     cumulative.  To the extent it may lawfully do so, the Debtor absolutely and
     irrevocably  waives and  relinquishes  the  benefit and  advantage  of, and
     covenant not to assert  against the Secured  Party,  any  valuation,  stay,
     appraisement,  extension, redemption or similar laws and any and all rights
     or defenses it may have as sureties now or hereafter  existing  which,  but
     for this provision,  might be applicable to the sale of any Collateral made
     under the judgment,  order or decree of any court,  or privately  under the
     power of sale conferred by this Security Agreement, or otherwise.

     7. Grant Of  Licenses  To Use  Intellectual  Property  Collateral.  For the
purpose of enabling  the Secured  Party to exercise  rights and  remedies  under
Section 6 hereof (including,  without limiting the terms of Section 6 hereof, in
order to take  possession of, hold,  preserve,  process,  assemble,  prepare for
sale,  market for sale, sell or otherwise dispose of Collateral) at such time as
the  Secured  Party  shall be  lawfully  entitled  to  exercise  such rights and
remedies,   the  Debtor  hereby  grants  to  the  Secured  Party,   irrevocable,
nonexclusive   licenses   (exercisable  without  payment  of  royalty  or  other
compensation  to the  Debtor) to use,  license or  sublicense  any  Intellectual
Property  now owned or hereafter  acquired by the Debtor,  and wherever the same
may be located,  and including in such licenses access to all media in which any
of the licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof.

     8.  Indemnity;  Expenses;  Limitation On Secured Party's Duty In Respect Of
Collateral.

          (a)  Whether  or  not  the   transactions   contemplated   hereby  are
     consummated,  the Debtor shall indemnify and hold the Secured Party and its
     Affiliates,  directors,  officers, agents and employees (collectively,  the
     "Indemnified  Persons")  harmless from and against any and all liabilities,
     obligations,   losses,  damages,   penalties,   claims,  demands,  actions,
     judgments,  suits, costs,  charges,  expenses and disbursements  (including
     reasonable  attorneys  fees and expenses) of any kind or nature  whatsoever
     which may at any time  (including at any time following the  termination of
     the Secured  Obligations  or any  assignment by a Secured Party) be imposed
     on, incurred by or asserted against any such Indemnified  Person in any way
     relating  to or  arising  out  of  or in  connection  with  the  execution,
     delivery,  enforcement,  performance  or  administration  of this  Security
     Agreement,  the other Transaction Documents or any other agreement,  letter
     or instrument  delivered in connection with the  transactions  contemplated
     hereby or the consummation of the transactions  contemplated  hereby or any
     actual  or  prospective  claim,  litigation,  investigation  or  proceeding
     relating to any of the  foregoing,  whether based on contract,  tort or any
     other theory (including any  investigation of,  preparation for, or defense
     of  any  pending  or  threatened   claim,   investigation,   litigation  or
     proceeding)  and  regardless of whether any  Indemnified  Person is a party
     thereto (all the foregoing,  collectively,  the "Indemnified Liabilities"),
     in all cases, whether or not caused by or arising, in whole or in part, out
     of the negligence of any Indemnified  Person;  provided that such indemnity
     shall not, as to any  Indemnified  Person,  be available to the extent that
     such  Indemnified  Liabilities  are  determined  by a  court  of  competent
     jurisdiction by final and nonappealable  judgment to have resulted from the
     gross negligence or willful  misconduct of such Indemnified  Person. In the
     case of an  investigation,  litigation  or other  proceeding  to which  the
     indemnity  in this  Section 8 applies,  such  indemnity  shall be effective



                                       8
<PAGE>

     whether or not such  investigation,  litigation or proceeding is brought by
     the Debtor,  its  directors,  shareholders  or creditors or an  Indemnified
     Party  or  any  other  Person,  whether  or not an  Indemnified  Person  is
     otherwise  a party  thereto  and  whether  or not  any of the  transactions
     contemplated  hereunder or under any of the other Transaction Documents are
     consummated.  All amounts due under this Section 8 shall be payable  within
     five Business Days after demand therefor.  The agreements in this Section 8
     shall  survive  the  assignment  by the  Secured  Party and the  repayment,
     satisfaction  or discharge  of all the other  Secured  Obligations.  In the
     event that any  investigation,  litigation  or  proceeding  is  asserted or
     threatened in writing or instituted against any Indemnified  Person, or any
     remedial,  removal or response action which is requested of it or any other
     Indemnified  Person, for which such Indemnified Person may desire indemnity
     or defense  hereunder,  such Indemnified  Person shall notify the Debtor in
     writing of such event;  provided that failure to so notify the Debtor shall
     not  affect  the right of any  Indemnified  Person to seek  indemnification
     under this Section 8.

          (b) The Debtor will upon demand pay to the Secured Party the amount of
     any and all reasonable expenses,  including,  without limitation,  the fees
     and expenses of its counsel and of any experts and agents, that the Secured
     Party may incur in connection with (i) the  administration of this Security
     Agreement, (ii) the custody, preservation, use or operation of, or the sale
     of, collection from or other realization upon, any of the Collateral of the
     Debtor,  (iii) the  exercise  or  enforcement  of any of the  rights of the
     Secured  Party  hereunder  or (iv) the  failure by the Debtor to perform or
     observe any of the provisions hereof.

          (c) The Secured  Party shall use  reasonable  care with respect to the
     Collateral  in their  possession  or under its control.  The Secured  Party
     shall not have any other duty as to any  Collateral  in its  possession  or
     control  or in the  possession  or  control  of any agent or nominee of the
     Secured Party,  or any income thereon or as to the  preservation  of rights
     against prior parties or any other rights pertaining thereto.

     9.  Reinstatement.  This Security  Agreement shall remain in full force and
effect and continue to be  effective  should any petition be filed by or against
the Debtor for liquidation or reorganization, should the Debtor become insolvent
or make an  assignment  for the benefit of any creditor or creditors or should a
receiver or trustee be appointed for all or any significant part of the Debtor's
assets, and shall continue to be effective or be reinstated, as the case may be,
if at any time payment and performance of the Secured  Obligations,  or any part
thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise  be restored  or  returned by any obligee of the Secured  Obligations,
whether as a "voidable preference,"  "fraudulent  conveyance," or otherwise, all
as though such payment or  performance  had not been made. In the event that any
payment, or any part thereof, is rescinded,  reduced,  restored or returned, the
Secured  Obligations  shall be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned.

     10. Notices.  Any notice required or permitted  hereunder shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon (i)  personal  delivery,  (ii) two business  days after  deposit with
Federal Express or another  nationally  recognized  overnight  courier  service,
(iii) five business days after deposit in the United States Postal Service, sent
certified mail return receipt requested,  addressed to each of the other parties
thereunto entitled at the following  addresses,  or at such other addresses as a
party may  designate  by ten days  advance  written  notice to each of the other
parties  hereto,  or (iv) the same day upon  transmission  by means of facsimile



                                       9
<PAGE>

transmission or electronic  mail (if attached in a commonly  readable format and
the sender has received no generated  notice that the email message has not been
successfully delivered).


                 If to the Company:          Total Luxury Group, Inc.
                                             11900 Biscayne Blvd Suite #621
                                             Miami, Florida  33181
                                             Attention: Chief Executive Officer
                                             Tel. No.: 954-741-6300
                                             Fax No.: 954-741-6555


                 If to the Secured Party:    Accelerant Partners LLC
                                             Executive Pavilion
                                             90 Grove Street
                                             Ridgefield, Connecticut, 06877
                                             Attn: _______________
                                             Facsimile: ___________
                                             Email: ____________

                 with copies to:             Gersten Savage LLP
                                             600 Lexington Avenue, 9th Floor
                                             New York, New York 10022
                                             Attention: David Danovitch, Esq.
                                             Tel. No.: (212) 752-9700
                                             Fax No.: (212) 980-5192
                                             Email: ddanovitch@gerstensavage.com



     Any party  hereto may from time to time  change its  address for notices by
giving at least ten (10) days  written  notice of such  changed  address  to the
other parties hereto.

     11.  Severability.  Whenever  possible,  each  provision  of this  Security
Agreement  shall be  interpreted  in a manner as to be effective and valid under
applicable  law,  but if any  provision  of this  Security  Agreement  shall  be
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective to the extent of such prohibition or invalidity without invalidating
the  remainder of such  provision or the  remaining  provisions of this Security
Agreement. This Security Agreement is to be read, construed and applied together
with the Purchase  Agreement and the other  Transaction  Documents which,  taken
together,  set forth the  complete  understanding  and  agreement of the Secured
Party and the Debtor with respect to the matters referred to herein and therein.

     12. No Waiver; Cumulative Remedies. The Secured Party shall not by any act,
delay,  omission  or  otherwise  be deemed to have  waived  any of its rights or
remedies  hereunder,  and no waiver shall be valid unless in writing,  signed by
the Secured Party and then only to the extent therein set forth. A waiver by the
Secured Party of any right or remedy  hereunder on any one occasion shall not be
construed  as a bar to any  right  or  remedy  which  the  Secured  Party  would



                                       10
<PAGE>

otherwise have had on any future occasion.  No failure to exercise nor any delay
in exercising on the part of the Secured  Party,  any right,  power or privilege
hereunder,  shall operate as a waiver  thereof,  nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or future
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and  remedies  hereunder  provided  are  cumulative  and may be exercised
singly  or  concurrently,  and are not  exclusive  of any  rights  and  remedies
provided by law. None of the terms or provisions of this Security  Agreement may
be waived, altered, modified or amended except by an instrument in writing, duly
executed by the Secured Party and the Debtor.

     13.  Limitation  By Law. All rights,  remedies and powers  provided in this
Security Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law, and all the provisions of this
Security  Agreement  are  intended  to be  subject to all  applicable  mandatory
provisions  of law that  may be  controlling  and to be  limited  to the  extent
necessary  so that they shall not render this  Security  Agreement  invalid,  or
unenforceable,  in whole or in part, or not entitled to be recorded,  registered
or filed under the provisions of any applicable law.

     14.  Termination Of This Security  Agreement.  Subject to Section 9 hereof,
this Security Agreement shall terminate upon the Termination Date.

     15. Successors And Assigns.  This Security Agreement and all obligations of
the Debtor  hereunder  shall be binding upon the  successors  and assigns of the
Debtor (including any  debtor-in-possession  on behalf of the Debtor) and shall,
together with the rights and remedies of the Secured Party, hereunder,  inure to
the  benefit  of the  Secured  Party and all future  holders  of any  instrument
evidencing any of the Secured  Obligations and their  respective  successors and
assigns.  No sales of  participations,  other sales,  assignments,  transfers or
other  dispositions  of any  agreement  governing or instrument  evidencing  the
Secured  Obligations  or any portion  thereof or interest  therein  shall in any
manner  impair the Lien granted to the Secured Party  hereunder.  The Debtor may
not  assign,  sell,  hypothecate  or  otherwise  transfer  any  interest  in  or
obligation under this Security Agreement.

     16.  Counterparts.  This  Security  Agreement may be  authenticated  in any
number of separate counterparts, each of which shall collectively and separately
constitute one agreement. This Security Agreement may be authenticated by manual
signature, facsimile or electronic means, all of which shall be equally valid.

     17.  Governing Law. ALL QUESTIONS  CONCERNING THE  CONSTRUCTION,  VALIDITY,
ENFORCEMENT AND  INTERPRETATION OF THIS SECURITY  AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY HEREBY  IRREVOCABLY
SUBMITS  TO THE  NON-EXCLUSIVE  JURISDICTION  OF THE  STATE AND  FEDERAL  COURTS
SITTING IN THE CITY OF NEW YORK,  BOROUGH OF MANHATTAN,  FOR THE ADJUDICATION OF
ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR  WITH  ANY  TRANSACTION
CONTEMPLATED  HEREBY OR DISCUSSED HEREIN,  AND HEREBY  IRREVOCABLY  WAIVES,  AND
AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT



                                       11
<PAGE>

PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION
OR PROCEEDING IS IMPROPER. NOTHING IN THIS SECURITY AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE THE SECURED  PARTY FROM  BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER  JURISDICTION  TO  REALIZE  ON THE  COLLATERAL  OR ANY OTHER
SECURITY  FOR THE SECURED  OBLIGATIONS,  OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER IN FAVOR OF THE  SECURED  PARTY.  EACH  PARTY  HEREBY  IRREVOCABLY  WAIVES
PERSONAL  SERVICE OF PROCESS AND  CONSENTS TO PROCESS  BEING  SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED
MAIL OR  OVERNIGHT  DELIVERY  (WITH  EVIDENCE OF  DELIVERY) TO SUCH PARTY AT THE
ADDRESS IN EFFECT FOR  NOTICES TO IT UNDER THIS  SECURITY  AGREEMENT  AND AGREES
THAT SUCH SERVICE SHALL  CONSTITUTE  GOOD AND SUFFICIENT  SERVICE OF PROCESS AND
NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY
RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY HEREBY WAIVES
ALL RIGHTS TO A TRIAL BY JURY.

     18.  Waiver Of Jury Trial.  BECAUSE  DISPUTES  ARISING IN  CONNECTION  WITH
COMPLEX FINANCIAL  TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE  STATE AND FEDERAL
LAWS TO APPLY,  THE PARTIES DESIRE THAT DISPUTES  ARISING  HEREUNDER OR RELATING
HERETO BE RESOLVED BY A JUDGE  APPLYING  SUCH  APPLICABLE  LAWS.  THEREFORE,  TO
ACHIEVE  THE BEST  COMBINATION  OF THE  BENEFITS OF THE  JUDICIAL  SYSTEM AND OF
ARBITRATION,  THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT,
TORT,  OR  OTHERWISE,  AMONG THE  SECURED  PARTY AND THE DEBTOR  ARISING OUT OF,
CONNECTED  WITH,  RELATED TO, OR INCIDENTAL TO THE  RELATIONSHIP  ESTABLISHED IN
CONNECTION WITH, THIS SECURITY  AGREEMENT OR ANY OF THE OTHER NOTES DOCUMENTS OR
THE TRANSACTIONS RELATED HERETO OR THERETO.

     19.  Expenses.  The Debtor  agrees to reimburse  the Secured  Party for all
costs and expenses it incurred it (including,  without limitation,  the fees and
expenses  of legal  counsel)  in  connection  with (i) any  Default  or Event of
Default  and any  enforcement  or  collection  proceeding  resulting  therefrom,
including,   without  limitation,  all  manner  of  participation  in  or  other
involvement  with (w) performance by the Secured Party of any obligations of the
Debtor in  respect  of the  Collateral  that the Debtor has failed or refused to
perform, (x) bankruptcy,  insolvency,  receivership,  foreclosure, winding up or
liquidation  proceedings,  or any actual or  attempted  sale,  or any  exchange,
enforcement,  collection,  compromise  or  settlement  in  respect of any of the
Collateral, and for the care of the Collateral and defending or asserting rights
and claims of the Secured Party in respect thereof,  by litigation or otherwise,
including expenses of insurance,  (y) judicial or regulatory proceedings and (z)
workout,  restructuring or other negotiations or proceedings (whether or not the
workout,  restructuring or transaction  contemplated thereby is consummated) and
(ii) the  enforcement  of this Section 19, and all such costs and expenses shall



                                       12
<PAGE>

be Secured  Obligations  entitled  to the  benefits of the  collateral  security
provided pursuant to Section 2.

     20. Section Titles. The Section titles contained in this Security Agreement
are and shall be without  substantive  meaning or content of any kind whatsoever
and are not a part of the agreement among the parties hereto.

     21. No Strict Construction. The parties hereto have participated jointly in
the  negotiation  and  drafting  of this  Security  Agreement.  In the  event an
ambiguity  or  question  of  intent  or  interpretation  arises,  this  Security
Agreement  shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any provisions of this Security Agreement.

     22.  Benefit Of Secured  Party.  All Liens granted or  contemplated  hereby
shall be for the  benefit of the  Secured  Party,  and all  proceeds or payments
realized from Collateral in accordance  herewith shall be applied to the Secured
Obligations  in  the  manner  determined  by  the  Secured  Party  in  its  sole
discretion.

                  [remainder of page intentionally left blank]






























                                       13
<PAGE>



     IN WITNESS  WHEREOF,  each of the parties  hereto has caused this  Security
Agreement to be executed and delivered by its duly authorized  officer as of the
date first set forth above.


                                                        The Debtor:

                                                        TOTAL LUXURY GROUP, INC.


                                                        By:_____________________
                                                        Name:
                                                        Title:

                                                        The Secured Party:

                                                        ACCELERANT PARTNERS LLC


                                                        By:_____________________
                                                        Name:
                                                        Title:















                                       14
<PAGE>

                                     ANNEX A
                                     -------
                                       to
                               SECURITY AGREEMENT

                                   DEFINITIONS
                                   -----------

     Capitalized  terms used in the Security  Agreement shall have the following
respective  meanings,  and all  references to Sections,  Exhibits,  Schedules or
Annexes  in  the  following  definitions  shall  refer  to  Sections,  Exhibits,
Schedules or Annexes of or to the Security Agreement:

     "Account  Debtor"  means any Person who may become  obligated to the Debtor
under, with respect to, or on account of, an Account.

     "Accounts"  means all  "accounts," as such term is defined in the Code, now
owned or  hereafter  acquired  by the  Debtor,  including  (as the  context  may
reasonably permit) (a) all accounts  receivable,  other receivables,  book debts
and other forms of  obligations  (other than forms of  obligations  evidenced by
Chattel Paper,  or  Instruments),  (including any such  obligations  that may be
characterized  as an account or contract  right under the Code),  (b) all of the
Debtor's  rights in, to and under all  purchase  orders or receipts for goods or
services,  (c) all of the Debtor's rights to any goods represented by any of the
foregoing  (including  unpaid  sellers'  rights of rescission,  reclamation  and
stoppage in transit and rights to returned, reclaimed or repossessed goods), (d)
all rights to payment due to the Debtor for  property  sold,  leased,  licensed,
assigned or otherwise  disposed  of, for a policy of  insurance  issued or to be
issued,  for a  secondary  obligation  incurred  or to be  incurred,  for energy
provided or to be  provided,  for the use or hire of a vessel under a charter or
other  contract,  arising out of the use of a credit card or charge card, or for
services  rendered  or to be rendered  by the Debtor or in  connection  with any
other  transaction  (whether or not yet earned by performance on the part of the
Debtor),  (e) all  health  care  insurance  receivables  and (f) all  collateral
security  of any kind,  given by any  Account  Debtor or any other  Person  with
respect to any of the foregoing.

     "Bankruptcy  Code" means the  provisions  of Title 11 of the United  States
Code, 11 U.S.C. ss.ss. 101 et seq.

     "Business  Day" means any day that is not a Saturday,  a Sunday or a day on
which banks are required or permitted to be closed in the City of New York.

     "Chattel  Paper" means any "chattel  paper," as such term is defined in the
Code, including electronic chattel paper, now owned or hereafter acquired by the
Debtor.

     "Code"  means the  Uniform  Commercial  Code as the same may,  from time to
time, be enacted and in effect in the State of New York;  provided,  that to the
extent  that the Code is used to define any term herein and such term is defined
differently  in  different  Articles of the Code,  the  definition  of such term
contained in Article 9 of the Code shall govern;  provided further,  that in the
event  that,  by  reason  of  mandatory  provisions  of  law,  any or all of the
attachment,  perfection or priority of, or remedies with respect to, the Lien on
any  Collateral  under  the  Security  Agreement  is  governed  by  the  Uniform
Commercial Code as enacted and in effect in a jurisdiction  other than the State
of New York, the term "Code" shall mean the Uniform  Commercial  Code as enacted


<PAGE>

and in effect in such other  jurisdiction  solely for purposes of the provisions
thereof  relating to such attachment,  perfection,  priority or remedies and for
purposes of definitions related to such provisions.

     "Collateral" has the meaning ascribed to it in Section 2(a).

     "Copyright  License"  means  any and all  rights  now  owned  or  hereafter
acquired by the Debtor under any written agreement granting any right to use any
Copyright or Copyright registration.

     "Copyrights"  means all of the following now owned or hereafter  adopted or
acquired by the Debtor:  (a) all  copyrights,  all General  Intangibles  of like
nature (whether  registered or  unregistered),  all registrations and recordings
thereof,   and  all   applications  in  connection   therewith,   including  all
registrations, recordings and applications in the United States Copyright Office
or in any similar office or agency of the United States,  any state or territory
thereof,  or any other country or any  political  subdivision  thereof,  (b) all
reissues, extensions or renewals thereof, (c) the right to recover for all past,
present and future  infringements  thereof and (d) all other  rights of any kind
whatsoever accruing thereunder as pertaining thereto.

     "Default"  means any  condition or event which is, or, with notice or lapse
of time or both, would become, an Event of Default.

     "Deposit  Accounts" means all "deposit accounts" as such term is defined in
the Code, now or hereafter held in the names of the Debtor.

     "Event of Default" means any event of default under,  or any failure by the
Parties to perform, keep, or observe any covenant or agreement contained in, the
Purchase  Agreement,  this  Security  Agreement  or  any  other  Note  Document,
including, without limitation, the Notes.

     "General  Intangibles"  means all  "general  intangibles,"  as such term is
defined in the Code,  now owned or hereafter  acquired by the Debtor,  including
(as the context may  reasonably  permit) all right,  title and interest that the
Debtor  may  now or  hereafter  have  in or  under  any  Contract,  all  payment
intangibles, customer lists, Licenses, Copyrights,  Trademarks, Patents, and all
applications  therefor and reissues,  extensions or renewals thereof,  rights in
Intellectual  Property,  interests  in  partnerships,  joint  ventures and other
business associations, licenses, permits, copyrights, trade secrets, proprietary
or confidential information, inventions (whether or not patented or patentable),
technical information,  procedures, designs, knowledge, know-how, software, data
bases,  data,  skill,  expertise,   experience,   processes,  models,  drawings,
materials and records,  goodwill  (including  the goodwill  associated  with any
Trademark or  Trademark  License),  all rights and claims in or under  insurance
policies  (including  insurance for fire,  damage,  loss and  casualty,  whether
covering personal property, real property, tangible rights or intangible rights,
all  liability,  life,  key man and  business  interruption  insurance,  and all
unearned  premiums),  choses in action,  rights to receive tax refunds and other
payments,  rights to receive  dividends,  distributions,  cash,  Instruments and
other property in respect of or in exchange for any pledged Investment Property,
rights of indemnification, all books and records, correspondence,  credit files,
invoices  and other  papers,  including  without  limitation  all tapes,  cards,


<PAGE>

computer  runs and other  papers and  documents in the  possession  or under the
control of the Debtor or any  computer  bureau or service  company  from time to
time acting for the Debtor.

     "Instruments" means all "instruments," as such term is defined in the Code,
now owned or hereafter  acquired by the Debtor,  wherever  located,  and, in any
event, including all certificates of deposit, and all promissory notes and other
evidences of indebtedness, other than instruments that constitute, or are a part
of a group of writings that constitute, Chattel Paper.

     "Intellectual Property" means collectively, all Copyrights, all Patents and
all Trademarks, together with (a) all inventions, processes, production methods,
proprietary information, know-how and trade secrets; (b) all Copyright Licenses,
Patent Licenses and Trademark  Licenses;  (c) all  information,  customer lists,
identification of suppliers, data, plans, blueprints,  specifications,  designs,
drawings,  recorded  knowledge,  surveys,  engineering  reports,  test  reports,
manuals,  materials  standards,  processing  standards,  performance  standards,
catalogs,  computer and automatic machinery software and programs; (d) all field
repair data,  sales data and other  information  relating to sales or service of
products now or hereafter  manufactured;  (e) all accounting information and all
media in which or on which any  information  or knowledge or data or records may
be recorded or stored and all  computer  programs  used for the  compilation  or
printout of such  information,  knowledge,  records or data;  (f) all  licenses,
consents,  permits,  variances,  certifications  and  approvals of  governmental
agencies  now or  hereafter  held by the Debtor  and (g) all  clauses of action,
claims,  and  warranties  now or  hereafter  owned or  acquired by the Debtor in
respect of any of the items listed above.

     "Inventory" means all "inventory," as such term is defined in the Code, now
owned or hereafter  acquired by the Debtor,  wherever located,  and in any event
including (as the context may reasonably permit) inventory,  merchandise,  goods
and other personal property that are held by or on behalf of the Debtor for sale
or lease or are furnished or are to be furnished under a contract of service, or
that constitute raw materials,  work in process, finished goods, returned goods,
or materials or supplies of any kind,  nature or description used or consumed or
to  be  used  or  consumed  in  the  Debtor's  business  or in  the  processing,
production,  packaging,  promotion,  delivery or shipping of the same, including
all supplies and embedded software.

     "Investment  Property"  means  all  "investment  property"  as such term is
defined in the Code now owned or  hereafter  acquired  by the  Debtor,  wherever
located,  including (as the context may reasonably  permit) (i) all  securities,
whether certificated or uncertificated,  including stocks,  bonds,  interests in
limited liability companies, partnership interests, treasuries,  certificates of
deposit, and mutual fund shares; (ii) all securities entitlements of the Debtor,
including the rights of the Debtor to any  securities  account and the financial
assets held by a securities intermediary in such securities account and any free
credit balance or other money owing by any securities  intermediary with respect
to that account; (iii) all securities accounts of the Debtor; (iv) all commodity
contracts of the Debtor; and (v) all commodity accounts held by the Debtor.

     "License" means any Copyright License, Patent License, Trademark License or
other  license of rights or  interests  now held or  hereafter  acquired  by the
Debtor.


<PAGE>

     "Lien"  means  any  mortgage  or  deed  of  trust,  pledge,  hypothecation,
assignment,   deposit  arrangement,  lien,  charge,  claim,  security  interest,
easement or encumbrance, or preference,  priority or other security agreement or
preferential  arrangement of any kind or nature whatsoever  (including any lease
or title retention agreement,  any financing lease having substantially the same
economic  effect as any of the  foregoing,  and the filing of, or  agreement  to
give, any financing  statement  perfecting a security interest under the Code or
comparable law of any jurisdiction).

     "Patent  License"  means  rights under any written  agreement  now owned or
hereafter  acquired  by the  Debtor  granting  any  right  with  respect  to any
invention on which a Patent is in existence.

     "Patents"  means  all of the  following  in which the  Debtor  now holds or
hereafter acquires any interest:  (a) all letters patent of the United States or
of any  other  country,  all  registrations  and  recordings  thereof,  and  all
applications  for letters  patent of the United States or of any other  country,
including registrations, recordings and applications in the United States Patent
and Trademark  Office or in any similar  office or agency of the United  States,
any   State,   or  any  other   country,   (b)  all   reissues,   continuations,
continuations-in-part or extensions thereof, (c) all income, royalties,  damages
and payments now or hereafter due and/or payable under and with respect thereto,
including,  without  limitation,   damages  and  payments  for  past  or  future
infringements  thereof,  (d) the  right  to sue for  past,  present  and  future
infringements  thereof, and (e) all rights corresponding  thereto throughout the
world.

     "Person"  means  a  corporation,   an   association,   a  partnership,   an
organization,  a business, an individual,  a government or political subdivision
thereof or governmental authority.

     "Proceeds" means "proceeds," as such term is defined in the Code, including
(as  the  context  may  reasonably  permit)  (a) any  and  all  proceeds  of any
insurance,  indemnity,  warranty or guaranty  payable to the Debtor from time to
time with  respect to any of the  Collateral,  (b) any and all  payments (in any
form  whatsoever)  made or due and  payable to the  Debtor  from time to time in
connection  with  any  requisition,   confiscation,   condemnation,  seizure  or
forfeiture of all or any part of the  Collateral by any  governmental  authority
(or any Person acting under color of governmental  authority),  (c) any claim of
the Debtor against third parties (i) for past, present or future infringement of
any Patent or Patent License,  or (ii) for past, present or future  infringement
or dilution of any Copyright, Copyright License, Trademark or Trademark License,
or for  injury  to the  goodwill  associated  with any  Trademark  or  Trademark
License,  (d) any recoveries by the Debtor against third parties with respect to
any  litigation or dispute  concerning any of the  Collateral  including  claims
arising  out of the  loss or  nonconformity  of,  interference  with the use of,
defects  in, or  infringement  of rights in, or damage to,  Collateral,  (e) all
amounts collected on, or distributed on account of, other Collateral,  including
dividends,  interest,  distributions  and Instruments with respect to Investment
Property, and (f) any and all other amounts, rights to payment or other property
acquired  upon the  sale,  lease,  license,  exchange  or other  disposition  of
Collateral and all rights arising out of Collateral.

     "Secured  Obligations"  means  any and  all  obligations,  liabilities  and
indebtedness of every kind,  nature and  description  owing by the Debtor or any
obligor  to  the  Secured  Party  under  the  Transaction  Documents,  including
principal,  interest, charges, fees, premiums, indemnities and expenses, however


<PAGE>

evidenced,  whether  as  principal,  surety,  endorser,  a debtor or  otherwise,
whether  arising  under this  Agreement  or  otherwise,  whether now existing or
hereafter arising, whether direct or indirect, absolute or contingent,  joint or
several,  due or not due,  primary or  secondary,  liquidated  or  unliquidated,
secured or unsecured,  and whether arising directly or howsoever acquired by the
Secured Party.

     "Security  Agreement"  means this  Security  Agreement,  as the same may be
amended, supplemented, restated or otherwise modified from time to time.

     "Termination Date" means the date on which all obligations of the Debtor to
the  Secured  Party or its  assigns  under the  Transaction  Documents,  and the
obligations  of the Debtor  under this  Security  Agreement  and each other Note
Document to which it is a party, have been indefeasibly satisfied.

     "Trademark  License" means rights under any written  agreement now owned or
hereafter acquired by the Debtor granting any right to use any Trademark.

     "Trademarks"  means all of the following now owned or hereafter existing or
adopted or acquired by the Debtor:  (a) all trademarks,  trade names,  corporate
names,  business  names,  trade styles,  service marks,  logos,  other source or
business  identifiers,  prints  and  labels on which any of the  foregoing  have
appeared  or appear,  designs and General  Intangibles  of like nature  (whether
registered or unregistered),  all registrations and recordings thereof,  and all
applications in connection therewith,  including  registrations,  recordings and
applications in the United States Patent and Trademark  Office or in any similar
office or agency of the United States,  any state or territory  thereof,  or any
other country or any political subdivision thereof, (b) all reissues, extensions
or renewals thereof, (c) all rights  corresponding  thereto throughout the world
(d) the right to recover for all past, present and future infringements  thereof
and  (e)  all  other  rights  of any  kind  whatsoever  accruing  thereunder  or
pertaining thereto,  together, in each case, with the product lines and goodwill
of the  business  connected  with  the use of,  and  symbolized  by,  any of the
foregoing.

     The words  "herein,"  "hereof" and  "hereunder"  and other words of similar
import  refer to the  Security  Agreement  as a whole,  including  all  Annexes,
Exhibits and Schedules, as the same may from time to time be amended,  restated,
modified or  supplemented,  and not to any  particular  section,  subsection  or
clause  contained  in the  Security  Agreement  or any such  Annex,  Exhibit  or
Schedule.

     Wherever  from the  context it  appears  appropriate,  each term  stated in
either the  singular or plural shall  include the  singular and the plural,  and
pronouns  stated in the  masculine,  feminine or neuter gender shall include the
masculine,  feminine and neuter genders.  The words "including",  "includes" and
"include" shall be deemed to be followed by the words "without limitation";  the
word "or" is not  exclusive;  references  to Persons  include  their  respective
successors  and  assigns  or,  in the  case  of  governmental  Persons,  Persons
succeeding  to the relevant  functions of such  Persons;  and all  references to
statutes and related  regulations  shall include any  amendments of the same and
any successor statutes and regulations.  Whenever any provision in this Security
Agreement refers to the knowledge (or an analogous  phrase) of the Debtor,  such
words are intended to signify that the Debtor has actual  knowledge or awareness
of a  particular  fact  or  circumstance  or the  Debtor,  if it  had  exercised
reasonable  diligence,   would  have  known  or  been  aware  of  such  fact  or
circumstance.



<PAGE>





                                   SCHEDULE I
                                   ----------
                                       to
                               SECURITY AGREEMENT

                                [identify factor]































<PAGE>


                                   SCHEDULE II
                                   -----------
                                       to
                               SECURITY AGREEMENT



                              FILING JURISDICTIONS



Debtor                                             Jurisdiction
------                                             ------------
Total Luxury Group, Inc.                           Secretary of State of Indiana



































<PAGE>


                                  SCHEDULE III
                                  ------------
                                       to
                               SECURITY AGREEMENT



                  SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL
                   AND RECORDS CONCERNING DEBTOR'S COLLATERAL

I.       The Debtor's official names:



II.      Types of entity (e.g. corporation, partnership, business trust, limited
         partnership, limited liability company):

                  Corporation

III.     Organizational identification number issued by the Debtor's
         jurisdiction of incorporation or organization or a statement that no
         such number has been issued:



IV.      Jurisdiction of Incorporation or Organization of the Debtor:



V.       Chief Executive Offices and principal places of business of the Debtor:





VI.      Other Premises at which Collateral is Stored or Located:










<PAGE>
<TABLE>
<CAPTION>


                                   SCHEDULE IV
                                       to
                               SECURITY AGREEMENT



                        SCHEDULE OF INTELLECTUAL PROPERTY


A.       Trademarks
         ----------

1.       Owned
         -----
<S>                                    <C>                       <C>                       <C>
------------------------------------- -------------------------- ------------------------- -------------------------
                                            Registration               Registration               Expiration
             Trademark                           Number                      Date                      Date
------------------------------------- -------------------------- ------------------------- -------------------------

------------------------------------- -------------------------- ------------------------- -------------------------


------------------------------------------ ----------------------------------- -------------------------------------
                Trademark                          Application/Serial                      Application
               Application                                   Number                               Date
------------------------------------------ ----------------------------------- -------------------------------------

------------------------------------------ ----------------------------------- -------------------------------------


2.       Licensed
         --------

----------------------- ------------------------ ------------------------ --------------------- --------------------
                             Registration             Registration             Expiration             Owner/
      Trademark                   Number                     Date                   Date             Licensor
----------------------- ------------------------ ------------------------ --------------------- --------------------

----------------------- ------------------------ ------------------------ --------------------- --------------------


------------------------------------- ---------------------------------------- -------------------------------------
             Trademark                          Application/Serial                         Application
            Application                                   Number                                  Date
------------------------------------- ---------------------------------------- -------------------------------------

------------------------------------- ---------------------------------------- -------------------------------------


B.       Patents
         -------

1.       Owned
         -----

------------------------------ ---------------------------- --------------------------- ----------------------------
           Patent                     Registration                 Registration                 Expiration
         Description                       Number                        Date                        Date
------------------------------ ---------------------------- --------------------------- ----------------------------

------------------------------ ---------------------------- --------------------------- ----------------------------


<PAGE>


------------------------------------- ---------------------------------------- -------------------------------------
               Patent                           Application/Serial                         Application
            Application                                   Number                                  Date
------------------------------------- ---------------------------------------- -------------------------------------

------------------------------------- ---------------------------------------- -------------------------------------

2.       Licensed
         --------

-------------------------- --------------------------- -------------------------- -------------------- -----------------
         Patent                   Registration               Registration             Expiration            Owner/
       Description                    Number                        Date                   Date            Licensor
-------------------------- --------------------------- -------------------------- -------------------- -----------------

-------------------------- --------------------------- -------------------------- -------------------- -----------------


------------------------------------- ---------------------------------------- -------------------------------------
               Patent                           Application/Serial                         Application
            Application                                   Number                                  Date
------------------------------------- ---------------------------------------- -------------------------------------

------------------------------------- ---------------------------------------- -------------------------------------


C.       Copyrights
         ----------

1.       Owned
         -----

--------------------------------------------- ------------------------------------- -----------------------------
                                                          Registration                      Registration
                 Copyright                                    Number                               Date
--------------------------------------------- ------------------------------------- -----------------------------

--------------------------------------------- ------------------------------------- -----------------------------

2.       Licensed
         --------

------------------------------ ---------------------------- ------------------------ --------------------- ---------------------
           Patent                     Registration               Registration             Expiration              Owner/
         Description                       Number                     Number                   Date              Licensor
------------------------------ ---------------------------- ------------------------ --------------------- ---------------------

------------------------------ ---------------------------- ------------------------ --------------------- ---------------------
</TABLE>


D.       Other
         -----






<PAGE>

                                    EXHIBIT A
                                    ---------

                                     FORM OF

                                POWER OF ATTORNEY

     This Power of Attorney is executed and  delivered  by TOTAL  LUXURY  GROUP,
INC.,  an  Indiana  corporation  (the  "Grantor")  to  ACCELERANT  PARTNERS  LLC
(hereinafter referred to the "Attorney"),  as the Secured PartY under a Security
Agreement, dated as of __________, 2008 and other related documents collectively
(the  "Documents").  No person to whom this Power of Attorney is  presented,  as
authority  for the Attorney to take any action or actions  contemplated  hereby,
shall be required to inquire  into or seek  confirmation  from the Grantor as to
the authority of the Attorney to take any action  described  below, or as to the
existence of or fulfillment of any condition to this Power of Attorney, which is
intended to grant to the  Attorney  unconditionally  the  authority  to take and
perform the actions contemplated herein. The power of attorney granted hereby is
coupled  with an  interest,  and may not be revoked or  canceled  by the Grantor
without the Attorney's written consent.

     The Grantor hereby  irrevocably  constitutes and appoints the Attorney (and
all officers,  employees or agents designated by the Attorney),  with full power
of  substitution,  as the Grantor's true and lawful  attorney-in-fact  with full
irrevocable power and authority in the place and stead of the Grantor and in the
name of the  Grantor  or in its own name,  from  time to time in the  Attorney's
discretion,  without notice to or assent by the Grantor,  and at any time in the
case of clause (h) below and at any time an Event of Default  (as defined in the
Security Agreement) has occurred and is continuing in the case of (a), (b), (c),
(d),  (e),  (f),  (g), (i) and (j) below,  to do the  following:  (a) change the
mailing address of the Grantor, open a post office box on behalf of the Grantor,
open mail for Grantor, and ask, demand,  collect, give acquittances and receipts
for, take possession of, endorse any invoices,  freight or express bills,  bills
of lading, storage or warehouse receipts,  drafts against debtors,  assignments,
verifications,  and  notices in  connection  with any  property  of the  Grantor
constituting Collateral;  (b) effect any repairs to any asset of the Grantor, or
continue  or  obtain  any  insurance  and  pay all or any  part of the  premiums
therefor and costs  thereof,  and make,  settle and adjust all claims under such
policies of insurance, and make all determinations and decisions with respect to
such policies;  (c) pay or discharge any taxes, liens,  security  interests,  or
other encumbrances  levied or placed on or threatened against the Grantor or its
property  constituting  Collateral;  (d) defend any suit,  action or  proceeding
brought against the Grantor if the Grantor does not defend such suit,  action or
proceeding  or if the Attorney  believes  that the Grantor is not pursuing  such
defense in a manner that will maximize the recovery to the Attorney, and settle,
compromise or adjust any suit,  action,  or proceeding  described  above and, in
connection therewith,  give such discharges or releases as the Attorney may deem
appropriate;  (e) file or prosecute any claim, litigation, suit or proceeding in
any court of competent jurisdiction or before any arbitrator,  or take any other
action  otherwise  deemed  appropriate  by  the  Attorney  for  the  purpose  of
collecting  any and all such moneys due to the Grantor  whenever  payable and to
enforce  any other  right in  respect  of the  Grantor's  property  constituting
Collateral;  (f) cause the  certified  public  accountants  then  engaged by the
Grantor to prepare  and  deliver  to the  Attorney  at any time and from time to
time,  promptly  upon the  Attorney's  request,  the  following  reports:  (1) a
reconciliation  of  all  accounts,  (2) an  aging  of all  accounts,  (3)  trial
balances,  (4) test  verifications of such accounts as the Attorney may request,


<PAGE>

and (5) the results of each physical verification of inventory;  (g) communicate
in its own name with any party to any contract with regard to the  assignment of
the right,  title and  interest  of the Grantor in and under the  contracts  and
other matters relating thereto;  (h) file such financing statements with respect
to the aforesaid Security Agreement,  with or without the Grantor's  signatures,
or to file a photocopy of the Security Agreement in substitution for a financing
statement,  as the  Secured  Party may deem  appropriate  and to  execute in the
Grantor's name such financing statements and amendments thereto and continuation
statements which may require the Grantor's signature; (i) execute, in connection
with any sale provided for in any Document,  any  endorsements,  assignments  or
other  instruments  of conveyance or transfer with respect to the Collateral and
to otherwise  direct such sale or resale,  all as though the  Attorney  were the
absolute  owner of the property of the Grantor for all purposes,  and (j) at the
Attorney's option and the Grantor's  expense,  at any time or from time to time,
all acts and other  things  that the  Attorney  reasonably  deems  necessary  to
perfect,  preserve,  or realize  upon the  Grantor's  property or assets and the
Secured Party's Liens thereon, all as fully and effectively as the Grantor might
do. The Grantor hereby  ratifies,  to the extent permitted by law, all that said
Attorney shall lawfully do or cause to be done by virtue hereof.

                            [signature page follows]









<PAGE>


     IN WITNESS WHEREOF,  this Power of Attorney is executed by the Grantor, and
the Grantor has caused its seals to be affixed  pursuant to the authority of its
board of directors this ___ day of _________, 2008.

                                                   The Grantor:

                                                   TOTAL LUXURY GROUP, INC.


                                                   By:_________________________
                                                   Name:
                                                   Title:




                           NOTARY PUBLIC CERTIFICATES

     On this _____ day of ___________,  2008,  ___________________ [name] who is
personally   known  to  me  appeared  before  me  in  his/her  capacity  as  the
_________________[title]  of TOTAL LUXURY GROUP,  INC. and executed on behalf of
such entity the Power of Attorney in favor of  ACCELERANT  PARTNERS LLC to which
this Certificate is attached.



                                                   ____________________________
                                                   Notary Public