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                                                              Exhibit 10.10

                    COPYRIGHT AND ROYALTY SECURITY AGREEMENT
                    ----------------------------------------


         THIS COPYRIGHT AND ROYALTY SECURITY AGREEMENT  ("Agreement"),  dated as
of the 27th  day of  June,  2002,  by and  between  SNIPES  PRODUCTION,  LLC,  a
Pennsylvania limited liability company ("Debtor") and INTERNATIONAL TRAVEL CD`S,
INC., a Colorado corporation ("Secured Party");

                              W I T N E S S E T H:

         WHEREAS,  Secured  Party  is  willing  to  make a loan to  Debtor  in a
principal  amount  not to  exceed  FOUR  HUNDRED  THOUSAND  AND  NO/100  DOLLARS
($400,000.00) (the "Loan"),  evidenced by a Secured Promissory Note of even date
herewith,  in the original  principal  amount of $400,000,  made and executed by
Debtor, payable to the order of Secured Party (the "Note"), and

         WHEREAS,  Secured party requires as a condition of making the Loan that
Debtor secure the payment and  performance of all of its  obligations to Secured
Party by means of the security interest herein granted;

         NOW,  THEREFORE,  intending  to be legally  bound  hereby,  the parties
hereto agree as follows:

         1. Grant of Security Interest.  As collateral  security for the payment
            ---------------------------
in full of the  Obligations  (as  hereafter  defined),  Debtor  hereby  assigns,
transfers and sets over to Secured  Party,  and grants to Secured Party a second
priority security interest in the following (collectively the "Collateral"):

                  (a) All of Debtor`s  right,  title and  interest in and to the
feature  motion picture  "Snipes" (the "Movie"),  all copies thereof in whatever
medium,  and all  published  and  copyrighted  material  related  thereto now or
hereafter  owned by Debtor or in which Debtor now or hereafter  has an interest,
including  but not  limited to those set forth in  attached  Exhibit A, which is
herein  incorporated  by this reference  thereto,  all versions  thereof and all
works derived  therefrom,  whether now owned or hereafter created or acquired by
Debtor,  and all rights of every kind and  nature in the  foregoing,  including,
without limitation, the worldwide and United States copyrights or similar rights
therein, all renewals and extensions of said copyrights  throughout the world to
the extent of Debtor`s rights therein, all distribution rights on or through any
medium,  all  merchandising  rights,  all  publication  rights,  all syndication
rights, all mechanical royalties,  all print royalties, all licensing royalties,
all  videocassette  royalties,  all  digital  video  disc (DVD)  royalties,  all
Internet  royalties  and all other royalty  interests of Debtor  therein and all
other rights of every  nature and  description  now or  hereafter  inuring to or
vested  in the  copyright  proprietor  of said  Publications  by  virtue  of the
Copyright Law of the United States, being Title 17 of the United States Code, by
virtue  of any and all  international  agreements  or  conventions  to which the
United  States is now or may hereafter be a signatory,  or  otherwise,  together
with all  accounts  receivable,  contract  rights,  chattel  paper  and  general
intangibles  in respect of the  foregoing and any and all proceeds of all of the
foregoing; and in all documents, books and records of all kinds evidencing or

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related to the foregoing.

                  (b) All of Debtor`s  right,  title and  interest in and to all
monies and claims  for  monies  due or to become due to Debtor as  royalties  or
otherwise from the  exploitation  of the Movie and the  copyrights  described in
subparagraph  (a) above which might arise or otherwise  become payable to Debtor
under agreements  heretofore or hereafter  entered into by Debtor with any other
person(s),  company or companies,  their  successors and assigns (which entities
will be  collectively  referred  to as the  "Royalty  Payors").  All  agreements
heretofore or hereafter  existing  between  Debtor and Royalty Payors are hereby
assigned  to Secured  Party;  provided,  however,  that this  assignment  is for
security  only, and Secured Party shall have no obligation to perform the duties
and  obligations of Debtor and shall not be liable to any person or entity under
any of said agreements. All contract rights, accounts receivable, chattel paper,
and general tangibles of Debtor,  and the proceeds  thereof,  as the same relate
to, create,  evidence, or derive from such monies, claims, or agreements.  It is
expressly understood and agreed by the parties hereto that the security interest
and assignment  created and evidenced  hereby is not limited to royalties earned
by the Debtor in  connection  with  agreements  with Royalty  Payors  heretofore
entered  into by the  Debtor,  but that it  extends  to any  similar  agreements
entered  into or to be entered into by the Debtor with any such  entities  until
the Obligations secured hereby are paid in full.

                  (c) All of the Debtor`s right, title and interest in the Movie
and the copyrights  described in subparagraph (a) and any and all other tangible
and intangible personal property,  or interests therein, of the Debtor,  whether
now owned or  hereafter  acquired,  relating  to the  Movie  and the  copyrights
described  in  subparagraph  (a)  above,  and  whether  constituting  inventory,
equipment,  general intangibles,  or otherwise (all of the foregoing,  including
both the tangible and intangible  components thereof,  herein referred to as the
"Related Collateral") and all contracts,  agreements and licenses for the use or
ownership of the Related Collateral by the Debtor and all of Debtor`s copyrights
or interests therein with respect thereto.

         2.  Obligations  Secured.  The  assignment  herein  made  and  security
             ---------------------
interest hereby granted secures:

                  (a) the full and timely payment of the indebtedness  evidenced
by the Note,  and any  amendments,  extensions,  modifications  and/or  renewals
thereof and any notes given in payment thereof;

                  (b) the full and prompt  performance of all of the obligations
of  Debtor  to  Secured  Party  under  and by  virtue  of the Note and any other
documents executed in connection herewith; and

                  (c) the full and prompt  payment of all court costs,  expenses
and costs of  whatever  kind  incident  to the  collection  of the  indebtedness
evidenced by the Note, the  enforcement or protection of the security  interests
securing the Note, or the exercise by Secured Party of any rights or remedies of
Lender (as defined in the Note) with  respect to the  indebtedness  evidenced by
the Note,  including  without  limitation  attorney`s  fees  incurred by Secured
Party,  all of which Debtor has agreed to pay to Secured Party upon demand.  All
of the foregoing  indebtedness  and other  obligations  are herein  collectively

                                       2
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referred to as the "Obligations".

         3. Financing Statements. Debtor hereby authorizes Secured Party to file
            --------------------
any  Financing  Statements  under the Uniform  Commercial  Code  against  Debtor
describing the collateral to perfect and maintain  perfection of Secured Party`s
security interest granted hereby.

         4.  Duration  of  Security  Interest.  The  assignment  herein made and
             ---------------------------------
security  interest  herein  granted are  absolute and  unconditional,  and shall
remain  in full  force  and  effect  until  payment  in full of all  outstanding
indebtedness  of Debtor to  Secured  Party,  including  without  limitation  the
indebtedness evidenced by the Note.

         5.  Representations and Warranties of Debtor.  Debtor hereby represents
             -----------------------------------------
and warrants to Secured Party as follows:

                  (a) Except for the security  interest of Secured Party granted
hereby,  the security interest granted to the Screen Actors Guild, Inc. pursuant
to that certain  Security  Agreement  dated as of  September 7, 2000,  (the "SAG
Interest")  and except as provided in  Paragraph 6 hereof,  Debtor is, and as to
Collateral  acquired after the date hereof,  shall and will be, the owner of all
Collateral, free from any lien, security interest,  encumbrance,  claim or other
right,  title or interest of any other person,  firm or entity, and Debtor shall
defend the Collateral  against all claims and demands of all persons at any time
claiming the same or any interest therein adverse to Secured Party.

                  (b) Except for any  documents  reflecting  the  perfection  or
recording  of the SAG  Interest,  there is no financing  statement,  conditional
assignment,  chattel  mortgage  or  similar  document  now on file in any public
office covering the Collateral  (including  without limitation the office of the
Register  of  Copyrights  for the United  States or similar  office of any other
county or other political  unit); and so long as any portion of any indebtedness
or other liabilities of Debtor to Secured Party remains unpaid,  Debtor will not
execute nor permit to be filed in any public  office any such  documents  except
for the recording of this agreement with the U.S. Register of Copyrights and the
financing statement(s) filed or to be filed in connection with the perfection of
the security interest herein granted and any security interest hereafter created
pursuant to the provisions of subparagraph 6(c) hereof.

                  (c) All contracts,  Certificates  of  Registration of Claim to
Copyright and all other documents  relating to Collateral now owned or hereafter
acquired by Debtor are now or will immediately  hereafter be maintained and kept
at Debtor`s principal place of business located at Bryn Mawr, Pennsylvania,  and
Debtor will  promptly  notify  Secured  Party,  in writing,  of any change in or
addition to the location set forth above.

                  (d) Debtor is a Pennsylvania limited liability company and its
organizational  identification  number is 2923573. The address of Debtor`s chief
executive office is set forth in Section 10 hereof.


                                       3
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         6. Special Provisions Relating to Collateral.
            ------------------------------------------

                  (a)  Debtor  has  advised  Secured  Party  and  Secured  Party
acknowledges that some of the Collateral is subject to the contractual rights of
the authors  and  creators  thereof to receive a portion of the sums  derived by
Debtor from its  exploitation  of the  Collateral.  Debtor  agrees to furnish to
Secured Party, upon request, copies of all such contracts and agreements.

                  (b) In the  event  that  any of the  Collateral  is  shown  on
Exhibit A to be owned by Debtor either jointly or as a tenant in common with any
other  person,  firm or entity and/or  subject to any agreement  granting to any
other person or entity and interest in the proceeds of the exploitation thereof,
Secured Party acknowledges and agrees that, with respect to such Collateral,  it
is the intent of the parties hereto that the assignment herein made and security
interest  hereby  granted  shall be  limited to the  interest  of Debtor in such
Collateral.

                  (c)  Debtor  agrees  to  promptly  pay or cause to be paid all
royalties  that may become due  during  the term of this  Agreement,  and Debtor
agrees  to give  immediate  written  notice  to  Secured  Party of any  claim of
non-payment  or other  deficiency  in such  payments or other  obligations  with
respect to the Collateral.

                  (d)  Debtor  agrees to  furnish  to  Secured  Party  immediate
written  notice of any claims by any third  party that any work  included in the
Collateral is an infringement of another work or is lacking in originality or is
not the subject of a valid copyright.  Debtor hereby indemnifies  Secured Party,
and  its  officers,   directors,   shareholders  and  agents  (collectively  the
"Indemnified  Parties"),  and shall  defend  the  Indemnified  Parties  from and
against any claim, demand or loss arising from infringement of another work.

                  (e) Debtor will furnish to Secured Party,  upon request,  such
reports and other  information  concerning  the  Collateral as Secured Party may
reasonably  require  to enable  Secured  Party to  determine  the  status of the
Collateral, and shall permit Secured Party to inspect Debtor`s books, records of
account and other documents or information in Debtor`s possession  pertaining to
the Collateral, at any reasonable time. Debtor hereby consents to the release to
Secured Party of information from Royalty Payors  concerning  amounts payable or
anticipated to be payable to Debtor or for Debtor`s account and any advancements
made or anticipated to be made to Debtor by such Royalty Payors.

         7. Debtor`s Rights to Deal in the Collateral. In the ordinary course of
            ------------------------------------------
business,  Debtor may  commercially  exploit the copyright  materials  which are
subject to the assignment herein made and security interest herein granted,  may
license or  otherwise  grant to a third party the right to exercise  and exploit
the  rights  vested in Debtor as the  owner  and  copyright  proprietor  of said
materials,  and may generally  deal with the  Collateral in accordance  with the
ordinary and accepted  customs and  practices  of the film  industry;  provided,
however,  Secured  Party in its sole  discretion  may, at any time  following an
Event of Default, give notice directing any persons owing any royalties or other
payments in respect of the  Collateral to make the payment and delivery  thereof
to Secured Party and require the delivery  thereof by Debtor to Secured Party of

                                       4
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all such  royalties  and other  payments in the same form as received by Debtor.
With respect to such royalties and other  payments,  Debtor hereby  appoints the
officers of Secured  Party or any other person whom Secured  Party may designate
as Debtor`s  attorney-in-fact,  with full power, upon the occurrence of an Event
of Default,  to endorse  Debtor`s  name upon any checks,  notes,  money  orders,
drafts or other forms of payment or  remittance  delivered  to Secured  Party by
Debtor  pursuant to the terms hereof or which may  otherwise  come into Lender`s
possession,  and this power,  being coupled with an interest,  is irrevocable so
long as any indebtedness or other obligations of Debtors to Secured Party remain
unpaid.  Any person owing any such  royalties or other payments to Debtor shall,
upon notice from Secured  Party to do so, be fully  protected  in remitting  any
amounts due or becoming due with respect to said  royalties or other payments to
Secured  Party,  and such person  shall not be required to inquire  into Secured
Party`s  right to give such notice or to inquire into the  circumstances  giving
rise to or  surrounding  the giving of such notice.  Any such royalties or other
payments  so  received  by Secured  Party may be  applied to the  payment of the
Obligations,  with the excess above amounts then due and payable to be paid over
promptly to Debtor except in the event of default  relative to the  Obligations,
in which case all amounts so received by Secured Party may be applied to payment
of the Obligations, whether or not then due and payable.

         8. Covenants of Debtor. Debtor hereby covenants and agrees with Secured
            --------------------
Party as follows:

                  (a)  Debtor  agrees  to  pay  promptly  when  due  all  taxes,
assessments and governmental  charges, if any, upon or against the Debtor or the
property  or  operations  of the  Debtor,  in each case  before the same  become
delinquent and before  penalties  accrue thereon,  unless and to the extent that
the same are being contested in good faith by appropriate proceedings.

                  (b) Debtor agrees not to change its state of  formation,  type
of organization or the location of its chief executive office without  providing
at least 90 days prior written notice thereof to Secured Party. Debtor agrees to
execute and deliver any and all  instruments of further  assurance and to do all
such other and further  things as may be necessary or  appropriate,  in the sole
discretion of Secured Party,  to protect and enforce the assignment  herein made
and security interest hereby granted and the priority thereof.

                  (c) In the event that Debtor shall fail to keep the Collateral
free from all other security interests, liens or encumbrances other than the SAG
Interest, Secured Party may, but shall not be required to, make expenditures for
any or all such purposes,  including without limitation the payment of any taxes
which  may  become a lien  upon the  Collateral,  and the  amount  so  extended,
together  with  interest  thereon at the maximum  contract rate of interest from
time to time allowed by applicable law, shall become immediately due and payable
by Debtor to  Secured  Party,  and  payment  of all such sums  shall be  secured
hereby. All costs and expenses of Secured Party in taking,  holding,  collecting
or otherwise  realizing upon the Collateral  upon the occurrence of any Event of
Default  (as  defined  in  the  Note),  including  court  costs  and  reasonable
attorney`s  fees  and  legal  expenses,  shall  likewise  constitute  additional
indebtedness of Debtor to Secured Party,  which Debtor promises to pay on demand
and which shall be secured hereby.

         9. Default and Remedies.  Debtor shall be in default hereunder upon any
            ---------------------
failure to pay when due all or any part of the Obligations,  or upon any failure
to observe or perform any of Debtor`s other agreements herein contained and such

                                       5
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failures  are not cured  within  five (5) days,  or upon any Event of Default as
defined  in the Note,  or if any  warranty  or  statement  by  Debtor  herein or
furnished in connection herewith is false or misleading, or if any bankruptcy or
other  insolvency  proceeding  is  instituted  by or  against  Debtor and is not
dismissed  within  sixty  (60)  days of  commencement,  or if  Debtor  makes  an
assignment  for the benefit of  creditors,  or if Debtor  shall suffer any final
judgment for the payment of money in excess of Fifty Thousand Dollars  ($50,000)
and the same shall not be  discharged  or stayed  within a period of thirty (30)
days from the date of entry  thereof.  Upon  default,  Secured Party may, at its
option, declare the entire outstanding principal balance of and accrued interest
on all  outstanding  indebtedness  and other  liabilities  of Debtor to  Secured
Party,  including without limitation the indebtedness  evidenced by the Note, to
be immediately due and payable,  and may proceed to exercise any and all rights,
privileges  and  remedies  of Secured  Party  hereunder,  under any of the other
documents  executed in  connection  herewith or  otherwise  at law or in equity.
Without  limiting the foregoing,  Secured Party shall have all of the rights and
remedies of a secured  party  prescribed  by the Uniform  Commercial  Code as in
effect in the Commonwealth of  Pennsylvania,  and may require Debtor to assemble
the Collateral and all documents and instruments evidencing the rights of Debtor
therein, together with all other documents and instruments reasonably necessary,
to  enable  Secured  Party or its  assignee  to  collect  and  realize  upon the
Collateral,  and making same available to Secured Party at a place designated by
Secured Party. Any requirement of the Uniform  Commercial Code providing for the
giving of  reasonable  notice to Debtor  shall be deemed  met if such  notice is
deposited in the United States mail, postage prepaid, addressed to Debtor at the
address set forth herein, at least five (5) days prior to the time of deposition
or other event giving rise to the required  notice.  Secured Party may waive any
default before or after the same has been declared  without  impairing its right
to declare a subsequent default hereunder, this right being a continuing one.

         10. Notices.  For the purpose of the giving of any notice,  election or
             --------
demand required or permitted to be made hereunder, the address of Debtor is:

                           Snipes Production, LLC
                           101 Charles Drive
                           2nd Building
                           Bryn Mawr, PA  19010
                           ATTN:  Chris Schwartz
                           Facsimile:  (610) 520-3066

         with copy to:

                           Erskine, Wolfson, Gibbon & Fisher
                           2010 Chancellor Street
                           Philadelphia, PA 19103
                           ATTN:  Daniel J. Gibbon
                           Facsimile:  (215) 563-9332

                                       6
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         and the address of Secured Party is:

                           International Travel CD`s, Inc.
                           The GSB Building
                           One Belmont Avenue
                           Suite 417
                           Bala Cynwyd, PA  19004
                           ATTN:  President
                           Facsimile:  (610) 660-5905

         with copy to:

                           Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                           260 South Broad Street
                           Philadelphia, PA 19102--5003
                           ATTN:  Craig F. Zappetti, Esq.
                           Facsimile:   (215) 568-6603

         11.  Severability.  If any  provision of this  Agreement  shall for any
              -------------
reason  be  held  to  be   invalid  or   unenforceable,   such   invalidity   or
unenforceability shall not affect any other provision hereof, but this Agreement
shall be construed as if such invalid or unenforceable  provision had never been
contained herein.

         12.  Miscellaneous.  This  Agreement  and all  rights  and  liabilities
              --------------
hereunder  and in and to any and all  Collateral  shall  inure to the benefit of
Secured Party and its successors  and assigns,  and shall be binding upon Debtor
and its  successors and assigns.  This Agreement and all rights and  obligations
hereunder, including matters of validity,  construction and performance shall be
governed by the laws of the Commonwealth of Pennsylvania.


                                       7
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         IN WITNESS WHEREOF, Debtor and Secured Party have caused this Agreement
to be executed as of the date first above written.


                                       DEBTOR:

                                       SNIPES PRODUCTION, LLC, by its
                                            Managing Member

ATTEST                                      METROPOLITAN RECORDING, INC.

                                            By:
-------------------------------------         --------------------------------
                                              Chris Schwartz, President


                                        SECURED PARTY
                                        -------------

                                        INTERNATIONAL TRAVEL CD`S, INC.
ATTEST

                                        By:
-------------------------------------     ------------------------------------
                                          Name:
                                          Title:


                                       8
<PAGE>



                                   EXHIBIT "A"
                                   -----------


         Debtor  owns the  U.S.  Copyright  No.  PAu-2-457-921  to the  original
screenplay  written by Richard Murray and Rob Wiser entitled  "Snipes" by virtue
of a Copyright Assignment from Perimeter Pictures,  Inc. dated February 21, 2000
and recorded on February 29, 2000 in volume 3448,  p. 906 at the U.S.  Copyright
Office.

         When  production  of the film  entitled  "Snipes" is  complete,  Debtor
intends  to  register  a  copyright  on the  film  and  any  other  publications
associated with its release and distribution.


                                       9
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COMMONWEALTH OF PENNSYLVANIA  )
                              )
COUNTY OF PHILADELPHIA        )

         Before me, the  undersigned,  a Notary  Public in and for the State and
County aforesaid,  personally appeared Chris Schwartz, with whom I am personally
acquainted  (or proved to me on the basis of  satisfactory  evidence),  and who,
upon oath,  acknowledged  himself to be the  President and sole  shareholder  of
Metropolitan Recording, Inc., the Managing Member of SNIPES PRODUCTION, LLC, the
within  named  bargainor,  a  limited  liability  company,  and  that he as such
President of the Managing  Member,  executed the  foregoing  instrument  for the
purposes  therein  contained,  by signing the name of the limited  liability  by
himself as such president of the Managing Member.

         WITNESS my hand, at office in                       ,  this  _______
                                       ---------------------
 day of  _________________, 2002.

                                  Notary Public

My Commission Expires:

_________________________________


COMMONWEALTH OF PENNSYLVANIA     )
                                 )
COUNTY OF PHILADELPHIA           )

         Personally  appeared  before me, , a Notary Public,  _________________,
with whom I am personally acquainted,  who acknowledged that __________ executed
the within  instrument  for the  purposes  therein  contained,  and who  further
acknowledged that ________ is the  ___________________,  of INTERNATIONAL TRAVEL
CD`S, INC., a Colorado corporation, and that he as such _____________,  executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by himself as such __________.

         WITNESS my hand, at office, this _______ day of _______________, 2002.


                                              __________________________
                                              Notary Public

My Commission Expires:

_____________________________________


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