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                                                                   Exhibit 10.7

                               SECURITY AGREEMENT

Date:             November 1, 2002

Debtor:  Trimedia Entertainment Group, Inc.

Debtor`s Mailing Address:  101 Charles Drive, Bryn Mawr PA 19010

Secured Party:        Gemini Growth Fund, L.P.

Secured Party`s Mailing Address:   700 Gemini, Houston, TX 77058

Classification of Collateral:  Accounts,  contract rights, property,  equipment,
inventory,  general intangibles,  instruments,  deposit accounts, chattel paper,
leases, mineral rights and all other assets.

Collateral  (including all accessions):  Accounts,  contract  rights,  property,
equipment,  inventory,  general  intangibles,   instruments,  deposit  accounts,
chattel paper, leases, mineral rights and all other assets.

         a)       All  attachments,   accessions   accessories,   tools,   parts
                  supplies,  increases, and additions to and all replacements of
                  and substitutions for any property described above.

         b)       All products  and produce of any of the property  described in
                  this Collateral section.

         c)       All   accounts,   contracts   rights,   general   intangibles,
                  intellectual property,  instruments,  rents, monies, payments,
                  and all other rights,  arising out of a sale,  lease, or other
                  disposition   of  any  of  the  property   described  in  this
                  Collateral section.

         d)       All proceeds  (including  insurance  proceeds)  from the sale,
                  destruction,  loss, or other deposition of any of the property
                  described in this Collateral section.

Obligation: Convertible Note and any and all other indebtedness, liabilities and
obligations  of the  Debtor  to the  Secured  Party  now  owing  or  hereinafter
incurred.

         Date:             November __, 2002

         Amount:           $250,000

         Maker:            As provided therein

         Payee:            As provided therein

         Final Maturity Date:         As provided therein

         Terms of Payment (optional):        As provided therein

Debtor grants to Secured Party a security interest in the Collateral and all its
proceeds  to secure  payment and  performance  of  Debtor`s  obligation  and all
renewals and extensions of any of the obligation.

Debtor`s Warranties:

1.       Ownership.  Debtor owns the  collateral  and has the authority to grant
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         this security interest.


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2.       Fixtures  and  Accessions.  None of the  collateral  is affixed to real
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         estate,  is an accession to any goods,  is commingled with other goods,
         or will become a fixture,  accession, or part of a product or mass with
         other goods except as expressly provided in this agreement.

3.       Financial   Statements.   All  information  about  Debtor`s   financial
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         condition  provided to Secured  Party was accurate when  submitted,  as
         will be any information subsequently provided.

Debtor`s Covenants:

1.       Protection of Collateral. Debtor will defend the collateral against all
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         claims and demands adverse to Secured  Party`s  interest in it and will
         keep it free from all liens except those for taxes not yet due and from
         all security  interests  except this one. The collateral will remain in
         Debtor`s  possession  or  control  at all  times,  except as  otherwise
         provided in this agreement. Debtor will maintain the collateral in good
         condition and protect it against misuse, abuse, waste and deterioration
         except for ordinary wear and tear resulting from its intended use.

2.       Secured Party`s Costs. Debtor will pay all expenses incurred by Secured
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         Party in  obtaining,  preserving,  perfecting,  defending and enforcing
         this security interest or the collateral and in collecting or enforcing
         the Obligation.  Expenses for which Debtor is liable  include,  but are
         not limited to, taxes,  assessments,  reasonable  attorney`s  fees, and
         other legal expenses.  These expenses will bear interest from the dates
         of payments  at the  highest  rate stated in notes that are part of the
         obligation,  and Debtor will pay Secured  Party this interest on demand
         at a time and  place  reasonably  specified  by  Secured  Party.  These
         expenses  and  interest  will  be part of the  obligation  and  will be
         recovered as such in all respects.

3.       Additional  Documents.  Debtor will sign any papers that Secured  Party
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         considers  necessary to obtain,  maintain,  and perfect  this  security
         interest or to comply with any relevant law.

4.       Notice of Changes.  Debtor will immediately notify Secured Party of any
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         material change in the collateral  other than in the ordinary course of
         business;  change in Debtor`s name, address, or location; change in any
         matter  warranted or  represented  in this  agreement;  change that may
         affect this security interest; and any event of default.

5.       Use and Removal of Collateral. Debtor will use the collateral primarily
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         according to the stated  classification  unless  Secured Party consents
         otherwise  in  writing.  Debtor  will not permit the  collateral  to be
         affixed to any real estate,  to become an accession to any goods, to be
         commingled with other goods, or to become a fixture, accession, or part
         of a product or mass with other goods except as  expressly  provided in
         this agreement or in the ordinary course of business.

6.       Sale. Debtor will not sell, transfer, or encumber any of the collateral
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         without the prior  written  consent of Secured  Party other than in the
         ordinary course of business.

7.       If requested by Secured  Party,  debtor will receive and use reasonable
         diligence to collect all accounts, accounts receivable,  chattel paper,
         instruments,  documents and general intangibles,  deposit accounts,  in
         trust,  and to be  held  as  property  of  the  Secured  Party,  and to
         immediately  endorse as appropriate  and deliver such rights to payment
         and proceeds to Secured Party daily in the exact form in which they are
         received  together with a collection  report in a form  satisfactory to
         Secured Party.

8.       Debtor  agrees not to  commingle  the rights to  payment,  proceeds  or
         collections thereunder with other property.

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9.       Debtor agrees, with regard to the collateral and proceeds, from time to
         time when reasonably requested by Secured Party, to prepare and deliver
         a schedule of all collateral and proceeds subject to this agreement and
         to assign  in  writing  and  deliver  to  secured  party all  accounts,
         contracts,  leases and other chattel paper, instruments,  documents and
         other evidences thereof.

10.      Debtor agrees with regard to the  collateral  and proceeds in the event
         secured  party  elects to  receive  payments  of rights to  payment  or
         proceeds hereunder,  to pay all reasonable expenses incurred by secured
         party  in  connection  therewith,   including  reasonable  expenses  of
         accounting, correspondence, collection efforts, reporting to account or
         contract  debtors,  filing,  recording,  record  keeping  and  expenses
         incidental thereto.

Rights and Remedies of Secured Party:

1.       Generally. Secured Party may exercise the following rights and remedies
         after default:

         a)       take control of any proceeds of the collateral;

         b)       release any  collateral in Secured  Party`s  possession to any
                  debtor, temporarily or otherwise;

         c)       take control of any funds generated by the collateral, such as
                  refunds from and proceeds of insurance, and reduce any part of
                  the obligation  accordingly or permit Debtor to use such funds
                  to repair or replace damaged or destroyed  collateral  covered
                  by insurance; and

         d)       demand, collect, convert, redeem, settle, compromise,  receipt
                  for,  realize  on,  adjust,  sue  for,  and  foreclose  on the
                  collateral either in Secured Party`s Debtor`s name, as Secured
                  Party desires.

Events of Default:  Each of the  following  conditions is an Event of Default if
not cured within an  applicable  cure or grace period under any Loan Document by
and between Secured Party and Debtor:

1.       if Debtor  defaults in timely payment or performance of any obligation,
         covenant,  or liability  in any written  agreement  between  Debtor and
         Secured Party or in any other transaction secured by this agreement;

2.       if any warranty, covenant or representation made to Secured Party by or
         on behalf of Debtor  proves to have been false in any material  respect
         when made;

3.       if a receiver is appointed for Debtor or any of the collateral;

4.       if the  collateral  is assigned for the benefit of creditors or, to the
         extent  permitted  by law,  if  bankruptcy  or  insolvency  proceedings
         commence against or by any of these parties: Debtor; any partnership of
         which Debtor is a general  partner;  and any maker,  drawer,  acceptor,
         endorser,  guarantor,  surety,  accommodation  party,  or other  person
         liable on or for any part of the obligation;

5.       if any financing  statement regarding the collateral but not related to
         this  security and not favoring  Secured  Party is filed other than the
         financing statement of U.S. Patriot, Inc.;

6.       if any lien attaches to any of the collateral;

7.       if any material amount of the collateral is lost, stolen,  damaged,  or
         destroyed,  unless it is  promptly  replaced  with  collateral  of like
         quality or restored to its former condition.

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8.       Secured party reasonably by and in good faith, believes that any or all
         of the collateral and/or proceeds to be danger of misuse,  dissipation,
         commingling,  loss,  theft,  damage or  destruction,  or  otherwise  in
         jeopardy or unsatisfactory in character or value.

Remedies of Secured Party on Default:

1.       During the existence of any event of default, Secured Party may declare
         the unpaid principal and earned interest of the obligation  immediately
         due in whole or part,  enforce the obligation,  and exercise any rights
         and  remedies  granted  by  the  Uniform  Commercial  Code  or by  this
         agreement, including the following:

         a)       require  Debtor  to  deliver  to  Secured  Party all books and
                  records relating to the collateral;

         b)       require   Debtor  to  assemble  the  collateral  and  make  it
                  available to Secured Party at a place reasonably convenient to
                  both parties;

         c)       take  possession of any of the collateral and for this purpose
                  enter any  premises  where it is  located  if this can be done
                  without breach of the peace;

         d)       sell,  lease, or otherwise dispose of any of the collateral in
                  accord  with the  rights,  remedies,  and  duties of a secured
                  party under  chapters 2 and 9 of the Texas Uniform  Commercial
                  Code after  notice as required by those  chapters;  unless the
                  collateral   threatens  to  decline   speedily  in  value,  is
                  perishable, or would typically be sold on a recognized market,
                  Secured Party will give Debtor reasonable notice of any public
                  sale of the  collateral  or of a time  after  which  it may be
                  otherwise  disposed of without  further  notice to Debtor;  in
                  this event,  notice will be deemed reasonable if it is mailed,
                  postage  prepaid,  to Debtor at the address  specified in this
                  agreement at least ten days before any public sale or ten days
                  before the time when the collateral may be otherwise  disposed
                  of without  further  notice to Debtor;  in this event,  notice
                  will be deemed reasonable if it is mailed, postage prepaid, to
                  Debtor at the address specified in this agreement at least ten
                  days  before any  private  sale or ten days  before any public
                  sale or ten  days  before  time  when  the  collateral  may be
                  otherwise disposed of without further notice to Debtor;

         e)       surrender any insurance  policies  covering the collateral and
                  receive the unearned premium;

         f)       apply any proceeds from  disposition of the  collateral  after
                  default in the manner  specified  in chapter 9 of the  Uniform
                  Commercial   Code,   including   payment  of  Secured  Party`s
                  reasonable attorney`s fees and court expenses; and

         g)       if  disposition  of  the  collateral   leaves  the  obligation
                  unsatisfied, collect the deficiency from Debtor.

General Provisions

1.       Parties Bound.  Secured Party`s rights under this agreement shall inure
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         to the benefit of its successors and assigns. Assignment of any part of
         the  obligation  and  delivery  by  Secured  Party  of any  part of the
         collateral will fully discharge Secured Party from  responsibility  for
         that part of the  collateral.  If  Debtor  is more than one,  all their
         representations,  warranties,  and  agreements  are joint and  several.
         Debtor`s  obligations under this agreement shall bind Debtor`s personal
         representatives, successors, and assigns.


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2.       Waiver.  Neither delay in exercise nor partial  exercise of any Secured
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         Party`s  remedies  or rights  shall  waive  further  exercise  of those
         remedies or rights.  Secured  Party`s  failure to exercise  remedies or
         rights does not waive subsequent  exercise of those remedies or rights.
         Secured  Party`s waiver of any default does not waive further  default.
         Secured Party`s waiver of any right in this agreement or of any default
         is  binding  only if it is in  writing.  Secured  Party may  remedy any
         default without waiving it.

3.       Reimbursement.  If Debtor fails to perform any of Debtor`s obligations,
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         Secured Party may perform those obligations and be reimbursed by Debtor
         on demand at the place  where the note is payable for any sums so paid,
         including  attorney`s fees and other legal  expenses,  plus interest on
         those sums from the dates of payment at the rate stated in the note for
         matured,  unpaid amounts.  The sum to be reimbursed shall be secured by
         this security agreement.

4.       Interest Rate. Interest included in the obligation shall not exceed the
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         maximum amount of nonusers  interest that may be contracted for, taken,
         reserved,  charged,  or received  under law;  any interest in excess of
         that  maximum  amount  shall  be  credited  to  the  principal  of  the
         obligation or, if that has been paid, refunded.  On any acceleration or
         required or permitted  prepayment  of the  obligation,  any such excess
         shall be canceled  automatically  as of the  acceleration or prepayment
         or, if already paid, credited on the principal amount of the obligation
         or, if the principal  amount has been paid or refunded.  This provision
         overrides other provisions in this and all other instruments concerning
         the obligation.

5.       Modifications.  No  provisions of this  agreement  shall be modified or
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         limited except by written agreement.

6.       Severability.  The  unenforceability of any provision of this agreement
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         will not effect the enforceability or validity of any other provision.

7.       After-Acquired  Consumer Goods.  This security interest shall attach to
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         after-acquired consumer goods only to the extent permitted by law.

8.       Applicable  Law. This  agreement  will be construed  according to Texas
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         laws.

9.       Place of  Performance.  This agreement is to be performed in the county
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         of Secured Party`s mailing address.

10.      Financing Statement. A carbon,  photographic,  or other reproduction of
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         this  agreement or any financing  statement  covering the collateral is
         sufficient as a financing statement.

11.      Presumption  of Truth and  Validity.  If the  collateral  is sold after
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         default,  recitals in the bill of sale or transfer  will be prima facie
         evidence of their truth, and all prerequisites to the sale specified by
         this  agreement  and by the  Texas  Uniform  Commercial  Code  will  be
         presumed satisfied.

12.      Singular  and Plural.  When the context  requires,  singular  nouns and
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         pronouns include the plural.

13.      Priority  of  Security  Interest.  Neither  extensions  of  any  of the
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         obligation  nor  releases  of any of the  collateral  will  affect  the
         priority of validity of this security  interest  with  reference to any
         third person.


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14.      Cumulative Remedies. Foreclosure of this security interest by suit does
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         not limit  secured  Party`s  remedies,  including the right to sell the
         collateral  under the terms of this agreement.  All remedies of Secured
         Party may be exercised at the same or  different  times,  and no remedy
         shall be a defense to any other.  Secured  Party`s  rights and remedies
         include  all those  granted by law or  otherwise,  in addition to those
         specified in this agreement.

15.      Agency.  Debtor`s  appointment  of Secured  Party as Debtor`s  agent is
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         coupled with an interest and will survive any disability of Debtor.

16.      Attachments  Incorporated.  The addendum indicated below is attached to
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         this agreement and incorporated into it for all purposes:

         a)       ( )  addendum  relating  to  accounts,  inventory,  documents,
                       chattel paper, and general intangibles

         b)       ( )  addendum relating to instruments


Secured Party


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By:


Debtor:

Trimedia Entertainment Group, Inc.


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By:
     Chris Schwartz
     President


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By:
     Title:


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