<PAGE>
                                                                   Exhibit 10.21

                                    FOUNDERS`
                                      BANK
                          COMMERCIAL SECURITY AGREEMENT
<TABLE>
<CAPTION>


PRINCIPAL       LOAN DATE      MATURITY       LOAN NO.     CALL/COLL  ACCOUNT   OFFICER      INITIALS
$162,000.00     08-21-2001     08-21-2006     0300818580     101                  A17
<S>              <C>             <C>             <C>            <C>       <C>      <C>         <C>


     References in the shaded area are for Lender`s use only and do not limit the
         applicability of this document to any particular loan or item.
   Any item above containing "` `" has been omitted due to text length limitations.
  --------------------------------------------------------------------------------


                                                                   Founders` Bank
Grantor:  Metropolitan Recording, Inc (TIN: ###-##-####)  Lender:  Media
          101 Charles Drive                                        100 South Orange Street
          Bryn Mawr, PA 19010                                      Media, PA 19063

</TABLE>
================================================================================


THIS  COMMERCIAL  SECURITY AGREEMENT DATED AUGUST 21, 2001, IS MADE AND EXECUTED
BETWEEN  METROPOLITAN  RECORDING, INC ("GRANTOR") AND FOUNDERS` BANK ("LENDER").

GRANT  OF  SECURITY  INTEREST.  For  valuable  consideration,  Grantor grants to
Lender  a  security  interest  in  the Collateral to secure the Indebtedness and
agrees  that  Lender shall have the rights stated in this Agreement with respect
to the Collateral, in addition to all other rights which Lender may have by law.

COLLATERAL  DESCRIPTION.  The  word "Collateral" as used in this Agreement means
the  following  described  property,  whether  now  owned or hereafter acquired,
whether  now  existing  or  hereafter  arising,  and  wherever located, in which
Grantor  is  giving  to  Lender  a  security  interest  for  the  payment of the
Indebtedness  and  performance  of all other obligations under the Note and this
Agreement:

     ALL  INVENTORY, CHATTEL PAPER, ACCOUNTS, EQUIPMENT AND GENERAL INTANGIBLES,
TOGETHER  WITH  THE  FOLLOWING  PROPERTY:  ALL  FIXTURES

In  addition, the word "Collateral" also includes all the following, whether now
owned  or  hereafter  acquired,  whether  now existing or hereafter arising, and
wherever  located:

     (A)  All  accessions,  attachments,  accessories,  tools,  parts, supplies,
          replacements  and additions to any of the collateral described herein,
          whether  added  now  or  later,

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

     (C)  All  accounts,  general  intangibles,  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  safe,
          destruction,  loss,  or  other  disposition  of  any  of  the property
          described  in this Collateral section, and sums due from a third party
          who  has  damaged  or  destroyed  the  Collateral or from that party`s
          insurer,  whether  due  to  judgment,  settlement  or  other  process.

     (E)  All  records and data minting to any of the property described in this
          Collateral  section,  whether  In  the  form of a writing, photograph,
          microfilm,  microfiche,  or  electronic  media,  together  with all of
          Grantor`s  right,  title, and interest in and to all computer software
          required to utilize, create, maintain, and process any such records or
          data  on  electronic  media.

Despite  any  other provision of this Agreement, Lender is not granted, and will
not  have,  a  nonpurchase  money  security  interest in household goods, to the
extent  such  a  security  interest  would  be  prohibited by applicable law. In
addition,  if  because of the type of any Property, Lender is required to give a
notice  of the right to cancel under Truth in Lending for the Indebtedness, then
Lender  will  not  have  a security interest in such Collateral unless and until
such  a  notice  is  given.

Some  or  all  of  the Collateral may be located on the following described real
estate:

101 CHARLES DRIVE, BRYN MAWR, DELAWARE COUNTY, PA 19010 PARCEL #36050318800 (THE
RECORD OWNERS OF THE REAL PROPERTY IS DARYL J. STICKLING AND MARIE L. STICKLING,
101  CHARLES  DRIVE,  BRYN  MAWR,  PA  19010).

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Grantor`s  accounts  with  Lender (whether checking,
savings,  or  some  other  account).  This  includes  all accounts Grantor holds
jointly  with  someone  else  and  all  accounts Grantor may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for  which  setoff would be prohibited by law. Grantor authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
Indebtedness  against  any  and  all  such accounts, and, at Lender`s option, to
administratively  freeze  all  such accounts to allow Lender to protect Lender`s
charge  and  setoff  rights  provided  in  this  paragraph.
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 2

GRANTOR`S  REPRESENTATIONS  AND WARRANTIES WITH RESPECT TO THE COLLATERAL.  With
respect  to  the  Collateral,  Grantor  represents  and promises to Lender that:

PERFECTION OF SECURITY INTEREST.  Grantor agrees to execute financing statements
and  to  take  whatever  other  actions  are  requested by Lender to perfect and
continue  Lender`s  security interest in the Collateral. Upon request of Lender,
Grantor  will  deliver  to  Lender  any  and  all of the documents evidencing or
constituting  the  Collateral,  and Grantor will note Lender`s interest upon any
and  all  chattel  paper  if  not  delivered to Lender for possession by Lender.

NOTICES  TO  LENDER.  Grantor will promptly notify Lender in writing at Lender`s
address  shown  above (or such other addresses as Lender may designate from time
to  time)  prior  to  any  (1) change in Grantor`s name; (2) change in Grantor`s
assumed  business  name(s):  (3)  change  in  the  management of the Corporation
Grantor;  (4)  change  in  the  authorized  signer(s);  (5)  change in Grantor`s
principal  office  address;  (6)  change in Grantor`s state of organization; (7)
conversion  of  Grantor  to  a  new or different type of business entity; or (8)
change in any other aspect of Grantor that directly or indirectly relates to any
agreements  between  Grantor and Lender. No change in Grantor`s name or state of
organization  will  take  effect  until  after  Lender  has  received  notice

NO VIOLATION.  The execution and delivery of this Agreement will not violate any
law  or  agreement  governing  Grantor  or  to which Grantor is a party, and its
certificate  or articles of incorporation and bylaws do not prohibit any term or
condition  of  this  Agreement.

ENFORCEABILITY  OF  COLLATERAL.  To  the  extent  the  Collateral  consists  of
accounts,  chattel  paper,  or  general  intangibles,  as defined by the Uniform
Commercial  Code, the Collateral is enforceable in accordance with its terms, is
genuine,  and fully complies with all applicable laws and regulations concerning
form, content and manner of preparation and execution, and all persons appearing
to  be  obligated  on the Collateral have authority and capacity to contract and
are  in  fact  obligated as they appear to be on the Collateral. At the time any
Account  becomes  subject to a security interest in favor of Lender, the Account
shall  be  a  good  and  valid  account  representing  an  undisputed, bona fide
indebtedness  incurred  by  the  account debtor, for merchandise held subject to
delivery  instructions or previously shipped or delivered pursuant to a contract
of sale, or for services previously performed by Grantor with or for the account
debtor.  So long as this Agreement remains in effect, Grantor shall not, without
Lender`s  prior  written  consent, compromise, settle, adjust, or extend payment
under  or  with  regard  to  any  such  Accounts.  There  shall he no setoffs or
counterclaims  against  any  of the Collateral, and no agreement shall have been
made  under  which  any  deductions  or  discounts may be claimed concerning the
Collateral  except  those  disclosed  to  Lender  in  writing.

LOCATION  OF  THE  COLLATERAL.  Except  in  the  ordinary  course  of  Grantor`s
business, Grantor agrees to keep the Collateral (or to the extent the Collateral
consists  of  intangible  property  such as accounts or general intangibles, the
records  concerning  the Collateral) at Grantor`s address shown above or at such
other locations as are acceptable to Lender. Upon Lender`s request, Grantor will
deliver  to  Lender in form satisfactory to Lender a schedule of real properties
and  Collateral  locations  relating  to Grantor`s operations, including without
limitation  the  following: (1) all real property Grantor owns or is purchasing;
(2)  all real property Grantor is renting or leasing; (3) all storage facilities
Grantor  owns,  rents,  leases,  or  uses;  and  (4)  all other properties where
Collateral  is  or  may  be  located.

REMOVAL OF THE COLLATERAL.  Except in the ordinary course of Grantor`s business,
including  the  sales of inventory, Grantor shall not remove the Collateral from
its existing location without Lender`s prior written consent. To the extent that
the Collateral consists of vehicles, or other titled property, Grantor shall not
take  or  permit  any action which would require application for certificates of
title  for  the  vehicles  outside  the  Commonwealth  of  Pennsylvania, without
Lender`s prior written consent. Grantor shall, whenever requested, advise Lender
of  the  exact  location  of  the  Collateral.

TRANSACTIONS  INVOLVING  COLLATERAL.  Except  for  inventory  sold  or  accounts
collected in the ordinary course of Grantor`s business, or as otherwise provided
for  in  this  Agreement,  Grantor  shall  not sell, offer to sell, or otherwise
transfer  or  dispose  of the Collateral.  While Grantor is not in default under
this  Agreement,  Grantor may sell inventory, but only in the ordinary course of
its business and only to buyers who qualify as a buyer in the ordinary course of
business.  A  sale in the ordinary course of Grantor`s business does not include
a  transfer in partial or total satisfaction of a debt or any bulk sale. Grantor
shall  not  pledge,  mortgage, encumber or otherwise permit the Collateral to be
subject  to  any lien, security interest, encumbrance, or charge, other than the
security  interest  provided  for  in  this Agreement, without the prior written
consent  of  Lender. This includes security interests even it junior in right to
the  security  interests  granted under this Agreement. Unless waived by Lender,
all  proceeds from any disposition of the Collateral (for whatever reason) shall
be  held  in  trust fur Lender and shall not be commingled with any other funds;
provided however, this requirement shall not constitute consent by Lender to any
sale  or  other disposition. Upon receipt, Grantor shall immediately deliver any
such  proceeds  to  Lender.

TITLE.  Grantor  represents  and  warrants to Lender that Grantor holds good and
marketable title to the Collateral, free and clear of all liens and encumbrances
except  for  the  lien of this Agreement. No financing statement covering any of
the  Collateral  is  on file in any public office other than those which reflect
the  security  interest  created  by  this  Agreement  or  to  which  Lender has
specifically  consented.  Grantor shall defend Lender`s rights in the Collateral
against  the  claims  and  demands  of  all  other  persons.

REPAIRS  END  MAINTENANCE.  Grantor  agrees  to  keep and maintain, and to cause
others  to keep and maintain, the Collateral in good order, repair and condition
at  all  times while this Agreement remains in affect. Grantor further agrees to
pay  when  due  all  claims  for  work done on, or services rendered or material
furnished  in  connection with the Collateral so that no lien or encumbrance may
ever  attach  to  or  be  filed  against  the  Collateral.
<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 3

INSPECTION  OF  COLLATERAL.  Lender  and Lander`s designated representatives and
agents  shall  have the right at all reasonable times to examine and inspect the
Collateral  wherever  located.

TAXES,  ASSESSMENTS AND LIENS.  Grantor will pay when due all taxes, assessments
and  liens  upon the Collateral, its use or operation, upon this Agreement, upon
any  promissory  note  or  notes evidencing the Indebtedness, or upon any of the
other  Related  Documents. Grantor may withhold any such payment or may elect to
contest  any  lien  if  Grantor  is  in  good  faith  conducting  an appropriate
proceeding  to contest the obligation to pay and so long as Lender`s interest in
the Collateral is not jeopardized in Lender`s solo opinion. If the Collateral is
subjected  to  a  lien which is not discharged within fifteen (15) days, Grantor
shall  deposit  with  Lender  cash,  a sufficient corporate surety bond or other
security  satisfactory  to  Lender  in  an  amount  adequate  to provide for the
discharge of the lien plus any interest, costs, attorneys` fees or other charges
that  could  accrue as a result of foreclosure or sale of the Collateral. In any
contest  Grantor  shall  defend  itself  and  Lender and shall satisfy any final
adverse  judgment  before enforcement against the Collateral. Grantor shall name
Lender  as  an additional obligee under any surety bond furnished in the contest
proceedings.  Grantor  further  agrees to furnish Lender with evidence that such
taxes,  assessments,  and  governmental and other charges have been paid in full
and  in  a  timely manner. Grantor may withhold any such payment or may elect to
contest  any  lien  if  Grantor  is  in  good  faith  conducting  an appropriate
proceeding  to contest the obligation to pay and so long as Lende(`s interest in
the  Collateral  is  not  jeopardized.

COMPLIANCE  WITH  GOVERNMENTAL REQUIREMENTS.  Grantor shall comply promptly with
all laws, ordinances, rules and regulations of all governmental authorities, now
or hereafter in effect, applicable to the ownership, production, disposition, or
use of the Collateral. Grantor may contest in good faith any such law, ordinance
or  regulation  and  withhold  compliance  during  any  proceeding,  including
appropriate appeals, so long as Lender`s interest in the Collateral, in Lender`s
opinion,  is  not  jeopardized.

HAZARDOUS SUBSTANCES.  Grantor represents and warrants that the Collateral never
has  been,  and  never  will  he so long as this Agreement remains a lien on the
Collateral,  used  in violation of any Environmental Laws or for the generation,
manufacture, storage, transportation, treatment, disposal, release or threatened
release of any Hazardous Substance. The representations and warranties contained
herein  are based on Grantor`s due diligence in investigating the Collateral for
Hazardous  Substances.  Grantor hereby (1) releases and waives any future claims
against Lender for indemnity or contribution in the event Grantor becomes liable
for  cleanup  or  other  costs  under  any Environmental Laws, and (2) agrees to
indemnify  and  hold  harmless  Lender  against  any  and  all claims and losses
resulting  from a breach of this provision of this Agreement. This obligation to
indemnify  shall survive the payment of the Indebtedness and the satisfaction of
this  Agreement.

MAINTENANCE OF CASUALTY INSURANCE.  Grantor shall procure and maintain all risks
insurance,  including  without  limitation  fire,  theft  and liability coverage
together  with  such  other  insurance as Lender may require with respect to the
Collateral,  in  form,  amounts,  coverages  arid basis reasonably acceptable to
Lender  and  issued  by  a company or companies reasonably acceptable to Lender.
Grantor,  upon  request  of Lender, will deliver to Lender from time to time the
policies  or certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at least
fifteen  (15)  days`  prior  written  notice  to  Lender  and  not including any
disclaimer  of  the  insurer`s liability for failure to give such a notice. Each
insurance  policy  also  shall include an endorsement providing that coverage in
favor  of Lender will not be impaired in any way by any act, omission or default
of  Grantor or any other person. In connection with all policies covering assets
in  which  Lender  holds or is offered a security interest, Grantor will provide
Lender  with  such  loss payable or other endorsements as Lender may require. If
Grantor  at any time fails to obtain or maintain any insurance as required under
this Agreement, Lender may (but shall not be obligated to) obtain such insurance
as  Lender  deems  appropriate,  including if Lender so chooses "single interest
insurance,"  which  will  cover  only  Lender`s  interest  in  the  Collateral.

APPLICATION  OF INSURANCE PROCEEDS.  Grantor shall promptly notify Lender of any
loss or damage to the Collateral. Lender may make proof of loss if Grantor fails
to do so within fifteen (15) days of the casualty. All proceeds of any insurance
on  the  Collateral, including accrued proceeds thereon, shall be held by Lender
as  part  of  the Collateral. It Lender consents to repair or replacement of the
damaged  or  destroyed  Collateral,  Lender  shall,  upon  satisfactory proof of
expenditure,  pay or reimburse Grantor from the proceeds for the reasonable cost
of repair or restoration. If Lender does not consent to repair or replacement of
the  Collateral,  Lender shall retain a sufficient amount of the proceeds to pay
all  of  the  Indebtedness,  and  shall pay the balance to Grantor. Any proceeds
which  have  not  been  disbursed  within six (6) months after their receipt and
which  Grantor  has not committed to the repair or restoration of the Collateral
shall  be  used  to  prepay  the  Indebtedness.

INSURANCE RESERVES.  Lender may require Grantor to maintain with Lender reserves
for  payment  of  insurance premiums, which reserves shall be created by monthly
payments  from Grantor of a sum estimated by Lender to be sufficient to produce,
at  least  fifteen (15) days before the premium due date, amounts at least equal
to  the  insurance  premiums  to be paid. If fifteen (15) days before payment is
due,  the  reserve  funds  are  insufficient,  Grantor shall upon demand pay any
deficiency  to  Lender.  The  reserve funds shall be held by Lender as a general
deposit  and  shall  constitute  a non-interest-bearing account which Lender may
satisfy  by  payment of the insurance premiums required to be paid by Grantor as
they  become  due.  Lender does not hold the reserve funds in trust for Grantor,
and  Lender  is  not  the agent of Grantor for payment of the insurance premiums
required  to  be paid by Grantor. The responsibility for the payment of premiums
shell  remain  Grantor`s  sole  responsibility.

<PAGE>
                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 4

INSURANCE  REPORTS.  Grantor,  upon  request  of Lender, shall furnish to Lender
reports  on each existing policy of insurance showing such information as Lender
may reasonably request including the following: (1) the name of the insurer; (2)
the  risks  insured; (3) the amount of the policy; (4) the property insured; (5)
the then current value on the basis of which insurance has been obtained and the
manner  of determining that value; and (6) the expiration date of the policy. In
addition,  Grantor  shall  upon  request  by Lender (however not more often than
annually)  have  an  independent  appraiser satisfactory to Lender determine, as
applicable,  the  cash  value  or  replacement  cost  of  the  Collateral.

GRANTOR`S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until default and except
as  otherwise  provided  below  with  respect  to  accounts,  Grantor  may  have
possession  of  the  tangible  personal  property  and beneficial use of all the
Collateral  and  may  use  it  in  any  lawful manner not inconsistent with this
Agreement  or the Related Documents, provided that Grantor`s right to possession
and  beneficial  use  shall  not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender`s security interest in
such  Collateral. Until otherwise notified by Lender, Grantor may collect any of
the  Collateral  consisting of accounts. At any time and even though no Event of
Default  exists,  Lender  may exercise its rights to collect the accounts and to
notify  account  debtors  to make payments directly to Lender for application to
the  Indebtedness.  If  Lender  at  any  time  has possession of any Collateral,
whether  before  or  after  an  Event of Default, Lander shall be deemed to have
exercised  reasonable  care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender`s sole discretion, shall deem appropriate under the circumstances, but
failure  to  honor  any request by Grantor shall not of itself be deemed to be a
failure  to  exercise  reasonable care. Lender shall not be required to take any
steps  necessary to preserve any rights in the Collateral against prior parties,
nor  to  protect, preserve or maintain any security interest given to secure the
Indebtedness.

LENDER`S  EXPENDITURES.  If  any  action  or  proceeding is commenced that would
materially  affect  Lender`s  interest  in the Collateral or if Grantor fails to
comply  with any provision of this Agreement or any Related Documents, including
but  not  limited  to Grantor`s failure to discharge or pay when due any amounts
Grantor  is  required  to  discharge  or pay under this Agreement or any Related
Documents,  Lender Oil Grantor`s behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging  or  paying  all  taxes, liens, security interests, encumbrances and
other  claims,  at  any  time  levied or placed on the Collateral and paying all
costs  for  insuring,  maintaining  and  preserving  the  Collateral.  All  such
expenditures  incurred  or  paid  by  Lender  for  such  purposes will then bear
interest  at  the  rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Grantor. All such expenses will become a part
of  the Indebtedness and, at Lender`s option, will (A) be payable on demand; (B)
be added to the balance of the Note and be apportioned among and be payable with
any  installment  payments  to  become  due  during  either  (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as  a  balloon  payment  which  will  be  due and payable at the Note`s
maturity.  The  Agreement  also will secure payment of these amounts. Such right
shall  be  in  addition  to all other rights and remedies to which Lender may be
entitled  upon  Default.

DEFAULT.  Each  of the following shall constitute an Event of Default under this
Agreement:

PAYMENT  DEFAULT.  Grantor  fails  to  make  any  payment  when  due  under  the
Indebtedness.

OTHER  DEFAULTS.  Grantor  fails  to  comply  with or to perform any other term,
obligation,  covenant  or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant
or  condition  contained  in  any  other  agreement  between Lender and Grantor.

DEFAULT  IN FAVOR OF THIRD PARTIES.  Should Grantor or any Grantor default under
any  loan, extension of credit, security agreement, purchase or sales agreement,
or  any  other  agreement,  in  favor  of  any other creditor or person that may
materially  affect  any  of  Grantor`s  property  or  Grantor`s or any Grantor`s
ability  to repay the Indebtedness or perform their respective obligations under
this  Agreement  or  any  of  the  Related  Documents.

FALSE  STATEMENTS.  Any  warranty, representation or statement made or furnished
to  Lender by Grantor or on Grantor`s behalf under this Agreement or the Related
Documents  is  false or misleading in any material respect, either now or at the
time  made  or  furnished or becomes false or misleading at any time thereafter.

DEFECTIVE  COLLATERELIZATION.  This  Agreement  or  any of the Related Documents
ceases  to  be  in  full  force  and effect (including failure of any collateral
document  to create a valid and perfected security interest or lien) at any time
and  for  any  reason.

INSOLVENCY.  The  dissolution  or  termination of Grantor`s existence as a going
business,  the insolvency of Grantor, the appointment of a receiver for any part
of  Grantor`s property, any assignment for the benefit of creditors, any type of
creditor  workout, or the commencement of any proceeding under any bankruptcy or
insolvency  laws  by  or  against  Grantor.

CREDITOR  OR  FORFEITURE PROCEEDINGS.  Commencement of foreclosure or forfeiture
proceedings,  whether  by  judicial  proceeding,  self-help, repossession or any
other  method,  by any creditor of Grantor or by any governmental agency against
any  collateral securing the Indebtedness. This includes a garnishment of any of
Grantor`s accounts, including deposit accounts, with Lender. However, this Event
of Default shall not apply if there is a good faith dispute by Grantor as to the
validity  or  reasonableness  of the claim which is the basis of the creditor or
forfeiture proceeding and if Grantor gives Lender written notice of the creditor
or  forfeiture  proceeding  and deposits with Lender monies or a surety bond for
tile  creditor  or  forfeiture proceeding, in an amount determined by Lender, in
its  sole  discretion,  as  being  an  adequate reserve or bond for the dispute.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 5

EVENTS  AFFECTING GUARANTOR.  Any of the preceding events occurs with respect to
Guarantor of any of the Indebtedness or Guarantor dies or becomes incompetent or
revokes  or  disputes  the  validity of, or liability under, any Guaranty of the
Indebtedness.

ADVERSE  CHANGE.  A  material  adverse  change  occurs  in  Grantor`s  financial
condition,  or  Lender  believes  the  prospect of payment or performance of the
Indebtedness  is  impaired.

INSECURITY.  Lender  in  good  faith  believes  itself  insecure.

CURE PROVISIONS.  If any default, other than a default in payment is curable and
if Grantor has not been given a notice of a breach of the same provision of this
Agreement within the preceding twelve (12) months, it may be cured (and no event
of  default  will have occurred) if Grantor, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15)
days;  or  (2)  if  the  cure  requires more than fifteen (15) days, immediately
initiates  steps which Lender deems in Lender`s sole discretion to be sufficient
to  cure  the  default and thereafter continues and completes all reasonable and
necessary  steps  sufficient  to  produce  compliance  as  soon  as  reasonably
practical.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If  an  Event  of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party  tinder  the Pennsylvania Uniform Commercial Code. In addition and without
limitation,  Lender  may  exercise  any  one or more of the following rights and
remedies:

ACCELERATE  INDEBTEDNESS.  Lender may declare the entire Indebtedness, including
any  prepayment  penalty which Grantor would be required to pay, immediately due
and  payable,  without  notice  of  any  kind  to  Grantor.

ASSEMBLE COLLATERAL.  Lender may require Grantor to deliver to Lender all or any
portion  of  the  Collateral  and  any  and  all certificates of title and other
documents relating to the Collateral. Lender may require Grantor to assemble the
Collateral  and  make  it  available  to  Lender  at a place to be designated by
Lender.  Lender also shall have full power to enter upon the property of Grantor
to  take  possession  of  and  remove the Collateral. If the Collateral contains
other  goods  not covered by this Agreement at the time of repossession, Grantor
agrees  Lender  may take such other goods, provided that Lender makes reasonable
efforts  to  return  them  to  Grantor  after  repossession.

SELL  THE COLLATERAL.  Lender shall have full power to sell, lease, transfer, or
otherwise  deal  with the Collateral or proceeds thereof in Lender`s own name or
that  of  Grantor.  Lender  may sell the Collateral at public auction or private
sale.  Unless  the  Collateral threatens to decline speedily in value or is of a
type  customarily  sold  on  a  recognized market, Lender will give Grantor, and
other persons as required by law, reasonable notice of the time and place of any
public  sale,  or the time after which any private sale or any other disposition
of  the  Collateral  is  to  be made. However, no notice need be provided to any
person  who,  after  Event  of  Default occurs, enters into and authenticates an
agreement  waiving that person`s right to notification of sale. The requirements
of reasonable notice shall be met if such notice is given at least ten 110) days
before  the  time  of  the  sale  or  disposition.  All expenses relating to the
disposition  of  the  Collateral,  including  without limitation the expenses of
retaking,  holding,  insuring,  preparing  for  sale and selling the Collateral,
shall  become  a part of the Indebtedness secured by this Agreement and shall be
payable on demand, with interest at the Note rate from date of expenditure until
repaid.

APPOINT  RECEIVER.  Lender  shall have the right to have a receiver appointed to
take  possession of all or any part of the Collateral, with the power to protect
and  preserve the Collateral, to operate the Collateral preceding foreclosure or
sale,  and to collect the Rents from the Collateral and apply the proceeds, over
and  above  the cost of the receivership, against the Indebtedness. The receiver
may serve without bond if permitted by law. Lender`s right to the appointment of
a  receiver  shall  exist  whether  or  not the apparent value of the Collateral
exceeds the Indebtedness by a substantial amount. Employment by Lender shall not
disqualify  a  person  from  serving  as  a  receiver.

COLLECT  REVENUES, APPLY ACCOUNTS.  Lender, either itself or through a receiver,
may  collect  the  payments,  rents,  income,  and revenues from the Collateral.
Lender  may  at  any  time  in  Lender`s discretion transfer any Collateral into
Lender`s  own  name or that of Lender`s nominee and receive the payments, rents,
income,  and  revenues  therefrom  and  hold  the  same  as  security  for  the
Indebtedness  or  apply  it  to  payment  of  the  Indebtedness in such order of
preference  as  Lender  may  determine.  Insofar  as  the Collateral consists of
accounts,  general  intangibles, insurance policies, instruments, chattel paper,
choses  in action, or similar property, Lender may demand, collect, receipt for,
settle,  compromise, adjust, sue for, foreclose, or realize on the Collateral as
Lender may determine, whether or not Indebtedness or Collateral is then due. For
these  purposes,  Lender  may, on behalf of and in the name of Grantor, receive,
open  and dispose of mail addressed to Grantor; change any address to which mail
and  payments  are  to be sent; and endorse notes, checks, drafts, money orders,
documents  of  title,  instruments and items pertaining to payment, shipment, or
storage  of  any Collateral. To facilitate collection, Lender may notify account
debtors  and  obligors  on  any  Collateral to make payments directly to Lender.

OBTAIN  DEFICIENCY.  If  Lender  chooses  to  sell any or all of the Collateral,
Lender may obtain a judgment against Grantor for any deficiency remaining on the
Indebtedness  due  to  Lender after application of all amounts received from the
exercise of the rights provided in this Agreement. Grantor shall be liable for a
deficiency  even  if  the  transaction described in this subsection is a sale of
accounts  or  chattel  paper.

OTHER  RIGHTS  AND REMEDIES.  Lender shall have all the rights and remedies of a
secured  creditor under the provisions of the Uniform Commercial Code, as may be
amended  from  time to time. In addition, Lender shall have and may exercise any
or  all  other  rights  and remedies it may have available at law, in equity, or
otherwise,

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 6

ELECTION  OF  REMEDIES.  Except  as  may be prohibited by applicable law, all of
Lender`s  rights  and remedies, whether evidenced by this Agreement, the Related
Documents,  or  by  any  other writing, shall be cumulative and may be exercised
singularly  or  concurrently.  Election by Lender to pursue any remedy shall not
exclude  pursuit of any other remedy, end an election to make expenditures or to
take  action  to  perform  an  obligation of Grantor under this Agreement, after
Grantor`s  failure  to  perform,  shall  not  affect Lender`s right to declare a
default  and  exercise  its  remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this  Agreement:

AMENDMENTS.  This  Agreement,  together  with any Related Documents, constitutes
the  entire  understanding  and  agreement  of the parties as to the matters set
forth  in  this Agreement. No alteration of or amendment to this Agreement shall
be  effective  unless given in writing and signed by the party or parties sought
to  be  charged  or  bound  by  the  alteration  or  amendment.

ATTORNEYS`  FEES;  EXPENSES.  Grantor  agrees to pay upon demand all of Lender`s
costs  and  expenses,  including  Lender`s  attorneys`  fees  and Lender`s legal
expenses, incurred in connection with the enforcement of this Agreement.  Lender
may  hire  or  pay  someone  else  to  help  pay  the costs and expenses of such
enforcement.  Costs  and  expenses  include  Lender`s  _____________  costs  and
expenses or __________________, including attorneys` fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or  injunction), appeals, and any anticipated post-judgment collection services.
Grantor  also  shall  pay  all  court  costs  and such additional fees as may be
directed  by  the  court.

CAPTION  HEADINGS.  Caption  headings  in  this  Agreement  are  for convenience
purposes  only  and  are not to be used to interpret or define the provisions of
this  Agreement.

GOVERNING  LAW.  This  Agreement  will be governed by, construed and enforced in
accordance  with  federal  law and the laws of the Commonwealth of Pennsylvania.
This  Agreement has bean accepted by Lender in the Commonwealth of Pennsylvania.

CHOICE OF VENUE.  If there is a lawsuit, Grantor agrees upon Lender`s request to
submit  to  the  jurisdiction  of the courts of Delaware County, Commonwealth of
Pennsylvania.

NO WAIVER BY LENDER.  Lender shall not be deemed to have waived any rights under
this  Agreement  unless such waiver is given in writing and signed by Lender. No
delay or omission on the part of Lender in exercising any right shall operate as
a  waiver of such right or any other right. A waiver by Lender of a provision of
this  Agreement  shall  not  prejudice  or constitute a waiver of Lender`s right
otherwise to demand strict compliance with that provision or any other provision
of  this Agreement. No prior waiver by Lender, nor any course of dealing between
Lender  and  Grantor,  shall constitute a waiver of any of Lender`s rights or of
any of Grantor`s obligations as to any future transactions. Whenever the consent
of  Lender  is  required  under  this Agreement, the granting of such consent by
Lender  in  any  instance  shall not constitute continuing consent to subsequent
instances  where  such  consent is required and in all cases such consent may be
granted  or  withheld  in  the  sole  discretion  of  Lender.

NOTICES.  Unless otherwise provided by applicable law, any notice required to be
given  under  this  Agreement  shall be given in writing, and shall be effective
when  actually  delivered,  when  actually  received  by  telefaesimile  (unless
otherwise  required  by  law),  when  deposited  with  a  nationally  recognized
overnight  courier,  or, it mailed, when deposited in the United States mail, as
first  class,  certified  or  registered  mail  postage prepaid, directed to the
addresses  shown  near the beginning of this Agreement. Any party may change its
address  for notices under this Agreement by giving formal written notice to the
other  parties,  specifying  that  the  purpose  of  the notice is to change the
party`s  address. For notice purposes, Grantor agrees to keep Lender informed at
all  times of Grantor`s current address. Unless otherwise provided by applicable
law,  if  there  is  more  than  one  Grantor, any notice given by Lender to any
Grantor  is  deemed  to  he  notice  given  to  all  Granturs.

ADDITIONAL AUTHORIZATIONS.  Grantor hereby authorizes Lender, with full power of
substitution,  to  execute in Grantor`s name any documents necessary to perfect,
amend,  or  to  continue  the  security interest granted in this Agreement or to
demand  termination  of  filings  of  other secured parties and, without further
authorization from Grantor, to file a carbon, photographic or other reproduction
of  any  financing  statement  or  of  this  Agreement  for  use  as a financing
statement. Grantor will reimburse Lender for all expenses for the perfection and
the  continuation  of  the  perfection  of  Lender`s  security  interest  in the
Collateral. It is understood arid agreed that any exercise of this authorization
by  Lender  shall be on behalf of Lender and not on behalf of Grantor. Lender is
not  an  agent or fiduciary of Grantor. However, in exercising the authorization
granted hereby, Lender shall exercise reasonable caution and prudence and Lender
shall  keep full and accurate record of all actions, receipts and disbursements.

SEVERABILITY.  If  a court of competent jurisdiction finds any provision of this
Agreement  to be illegal, invalid, or unenforceable as to any circumstance, that
finding  shall  not  make  the  offending  provision  illegal,  invalid,  or
<PAGE>


                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 7

unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. If
the  offending  provision  cannot be so modified, it shall be considered deleted
from  this  Agreement.  Unless  otherwise  required  by  law,  the  illegality,
invalidity,  or  unenforceability  of  any provision of this Agreement shall not
affect  the  legality, validity or enforceability of any other provision of this
Agreement.

SUCCESSOR INTERESTS.  The terms of this Agreement shall be binding upon Grantor,
and upon Grantor`s hairs, personal representatives, successors, and assigns, and
shall  be  enforceable  by  Lender  and  its  successors  and  assigns.

SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES.  All representations, warranties,
and agreements made by Grantor in this Agreement shall survive the execution and
delivery  of  this Agreement, shall be continuing in nature, and shall remain in
full force and effect until such time as Grantor`s Indebtedness shall be paid in
full.

TIME  IS  OF  THE  ESSENCE.  Time  is  of the essence in the performance of this
Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and  the  plural  shell  include  the singular, as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed  to  such  terms  in  the  Uniform  Commercial  Code:

ACCOUNT.  The  word  "Account"  means a trade account, account receivable, other
receivable,  or other right to payment for goods sold or services rendered owing
to  Grantor  (or  to  a  third  party  grantor  acceptable  to  Lender).

AGREEMENT.  The  word  "Agreement"  means this Commercial Security Agreement, as
this Commercial Security Agreement may be amended or modified from time to time,
together  with  all  exhibits and schedules attached to this Commercial Security
Agreement  from  time  to  time.

BORROWER.  The  word "Borrower" means Metropolitan Recording, Inc, and all other
persons  and  entities  signing  the  Note  in  whatever  capacity.

COLLATERAL.  The  word  "Collateral"  means  all  of  Grantor`s right, title and
interest in and to all the Collateral as described in the Collateral Description
suction  of  this  Agreement.

DEFAULT.  The  word  "Default"  means the Default set forth in this Agreement in
the  section  titled  "Default".

ENVIRONMENTAL  LAWS.  The  words  "Environmental  Laws"  mean any and all state,
federal  and  local  statutes,  regulations  and  ordinances  relating  to  the
protection  of human health or the environment, including without limitation the
Comprehensive  Environmental  Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments
and  Reauthorization  Act  of  1986,  Pub. L. No. 99-499 ("SARA"), the Hazardous
Materials  Transportation  Act,  49  U.S.C.  Section 1801, et seq., the Resource
Conservation  and  Recovery  Act,  42  U.S.C.  Section  6901,  at seq., or other
applicable  state  or  federal  laws,  rules,  or  regulations  adopted pursuant
thereto.

EVENT  OF  DEFAULT.  The  words  "Event  of  Default"  mean any of the events of
default  set  forth  in this Agreement in the default section of this Agreement.

GRANTOR.  The  word  "Grantor"  means  Metropolitan  Recording,  Inc.

GUARANTOR.  The  word  "Guarantor" means any guarantor, surety, or accommodation
party  of  any  or  all  of  the  Indebtedness,

GUARANTY.  The  word  "Guaranty"  means  the  guaranty from Guarantor to Lender,
including  without  limitation  a  guaranty  of  all  or  part  of  the  Note.

HAZARDOUS  SUBSTANCES.  The  words  "Hazardous  Substances" mean materials that,
because  of  their  quantity,  concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health
or  the  environment  when  improperly  used,  treated,  stored,  disposed  of,
generated,  manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation
any  and  all hazardous or toxic substances, materials or waste as defined by or
listed  under  the  Environmental  Laws.  The  term  "Hazardous Substances" also
includes,  without  limitation,  petroleum  and  petroleum  by-products  or  any
fraction  thereof  and  asbestos.

INDEBTEDNESS.  The  word  "Indebtedness" means the indebtedness evidenced by the
Note  or  Related  Documents, including all principal and interest together with
all  other  indebtedness and costs and expenses for which Grantor is responsible
under  this  Agreement  or  under  any  of  the Related Documents. The liens and
security  interests created pursuant to this Agreement covering the Indebtedness
which  may  be  created  in  the  future  shall  relate back to the date of this
Agreement.

LENDER.  The  word  "Lender"  means  Founders` Bank, its successors and assigns.

<PAGE>

                          COMMERCIAL SECURITY AGREEMENT
Loan No. 0300818580                (Continued)                         Page 8

NOTE.  The  word  "Note"  means  the  Note  executed by Grantor in the principal
amount  of  $162,000.00  dated  August  21, 2001, together with all renewals of,
extensions  of,  modifications  of,  refinancings  of,  consolidations  of,  and
substitutions  for  the  note  or  credit  agreement.

OWNER.  The  word  "Owner"  means Metropolitan Recording, Inc. The words "Owner"
and  Borrower  are  used  interchangeably.

RELATED  DOCUMENTS.  The  words  "Related  Documents" mean all promissory notes,
credit  agreements,  loan  agreements,  environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds  of  trust,  security deeds, collateral
mortgages,  and  all other instruments, agreements and documents, whether now or
hereafter  existing,  executed  in  connection  with  the  Indebtedness.

GRANTOR  HAS  READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AUGUST 21. 2001. THIS
AGREEMENT  IS  GIVEN  UNDER  SEAL  AND IT IS INTENDED THAT THIS AGREEMENT IS AND
SHALL  CONSTITUTE  AND  HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

GRANTOR:

METROPOLITAN  RECORDING,  INC.


BY:  /S/Chrsitopher Schwartz                  (SEAL)
   -------------------------------------------------
     CHRISTOPHER  SCHWARTZ,  PRESIDENT/SECRETARY  OF
     METROPOLITAN  RECORDING,  INC.





<PAGE>