Exhibit 10.3

                          PLEDGE AND SECURITY AGREEMENT

      THIS PLEDGE AND SECURITY AGREEMENT (this "Security  Agreement") is entered
into as of  July  22,  2004,  by and  among  SBS  INTERACTIVE,  CO.,  a  Florida
corporation (the "Company"),  SBS INTERACTIVE,  INC., a Nevada  corporation (the
"Subsidiary";  each of the Company and the Subsidiary is referred to herein as a
"Borrower," and collectively as the "Borrowers"),  and ARTHUR COHN (the "Secured
Party").

                                    RECITALS

A.  Reference  is  hereby  made to that  certain  Loan  Agreement  of even  date
herewith,  by  and  among  the  Borrowers  and  the  Secured  Party  (the  "Loan
Agreement").

B. To secure  the "Loan  Obligations"  (as  defined in the Loan  Agreement)  the
Borrowers  have  agreed to grant to  Secured  Party a security  interest  in the
"Collateral," as defined herein.

      NOW,  THEREFORE,  in  consideration of the foregoing  recitals,  which are
hereby incorporated into, and made a part of, this Security Agreement, and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Borrowers and Secured Party, intending to be legally bound, hereby
agree as follows:

      1. Security Interest.

      (a) To secure  prompt and  complete  payment and  performance  of the Loan
Obligations,  each Borrower  hereby  pledges,  assigns,  transfers and grants to
Secured Party a perfected,  first priority  continuing  security interest in all
properties,  assets and rights of each  Borrower,  subject to no other  liens or
encumbrances, now owned or at any time hereafter acquired by such Borrower or in
which the  Borrower  now has or at any time in the future may acquire any right,
title or  interest,  wherever  located or  situated  (hereinafter,  collectively
called the "Collateral").

      Without  limitation  of  the  foregoing,   the  Collateral   includes  the
following:

                           (i)        all Accounts;
                           (ii)       all As-Extracted Collateral;
                           (iii)      all Chattel Paper;
                           (iv)       all Commercial Tort Claims;
                           (v)        all Consignments;
                           (vi)       all Contracts;
                           (vii)      all Copyrights;
                           (viii)     all Copyright Licenses;
                           (ix)       all Deposit Accounts;
                           (x)        all Documents;

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                           (xi)       all Electronic Chattel Paper;
                           (xii)      all Encumbrances;
                           (xiii)     all Money;
                           (xiv)      all Equipment;
                           (xv)       all Fixtures;
                           (xvi)      all Goods
                           (xvii)     all General Intangibles;
                           (xviii)    all Health-Care-Insurance Receivables;
                           (xxix)     all Instruments;
                           (xx)       all Inventory;
                           (xxi)      all Investment Property;
                           (xxii)     all Letter-of-Credit Rights;
                           (xxiii)    all Letters of Credit;
                           (xxiv)     all Patents;
                           (xxv)      all Patent Licenses;
                           (xxvi)     all Payment Intangibles;
                           (xxvii)    all Promissory Notes;
                           (xxviii)   all Software;
                           (xxvix)    all Supporting Obligations;
                           (xxx)      all Tangible Chattel Paper;
                           (xxxi)     all Trademarks;
                           (xxxii)    all Trademark Licenses;
                           (xxxiii)   all Vehicles; and
                           (xxxiv)    to the extent not otherwise included, all
                                      Proceeds (including condemnation
                                      proceeds), all Accessions,  attachments
                                      and  additions  thereto and  all
                                      substitutions,  renewals  and
                                      replacements  therefore  and  rental
                                      payments and products of any and all of
                                      the foregoing.

      (b) Borrowers  expressly  acknowledge  that the security  interest granted
hereunder  will remain as  security  for  payment  and  performance  of the Loan
Obligations,  whether now existing or which may  hereafter be incurred by future
advances,  or  otherwise.  The notice of the  continuing  grant of this security
interest  therefore  shall  not be  required  to be  stated  on the  face of any
document  representing any such Loan Obligations,  nor otherwise  identify it as
being secured hereby.

      2. Cross-Collateralization.  All Collateral which Secured Party may at any
time acquire from the Borrowers or from any other source in connection  with any
of the Loan  Obligations  shall  constitute  collateral  for each and every Loan
Obligation,   without   apportionment  or  designation  as  to  particular  Loan
Obligations,  and all Loan Obligations,  however and whenever incurred, shall be
secured by all  Collateral,  however and whenever  acquired,  and Secured  Party
shall have the right,  in its sole  discretion,  to determine the order in which
Secured  Party's  rights  in, or  remedies  against,  any  Collateral  are to be
exercised,  and which type or which  portions of Collateral  are to be proceeded
against  and the order of  application  of  Proceeds  of  Collateral  as against
particular Loan Obligations.


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<PAGE>

      3.  Definitions.   All  capitalized  terms  set  forth  in  this  Security
Agreement, unless otherwise defined herein, will have the same meanings provided
to those terms as set forth in the Loan Agreement.

The following terms shall have the following meanings:

            (a)  "Accessions"  means all Accessions,  as that term is defined in
the UCC;

            (b)  "Accounts  means all  Accounts,  as that term is defined in the
UCC;

            (c) "As-Extracted  Collateral" means all As-Extracted Collateral, as
that term is defined in the UCC;

            (d) Chattel Paper" means all Chattel Paper,  as that term is defined
in the UCC;

            (e) "Commercial  Tort Claims" means all Commercial  Tort Claims,  as
that term is defined in the UCC;

            (f) "Consignments"  means all Consignments,  as that term is defined
in the UCC;

            (g)  "Contracts"  means  all  contracts,   undertakings,   franchise
agreements or other  agreements  (other than rights  evidenced by Chattel Paper,
Documents or  Instruments)  in or under which the Borrowers may now or hereafter
have any right, title or interest,  including,  without limitation, with respect
to an Account,  and any agreement  relating to the terms of payment or the terms
of performance thereof;

            (h)  "Copyrights"  means (a) all  copyrights of the United States or
any other country; (b) all copyright registrations filed in the United States or
in any other country; and (c) all proceeds thereof;

            (i) "Copyright  License" means all  agreements,  whether  written or
oral,  providing  for  the  grant  by the  Borrowers  of any  right  to use  any
Copyright;

            (j) "Deposit  Accounts" means all Deposit Accounts,  as that term is
defined in the UCC:

            (k) "Documents" means all Documents,  as that term is defined in the
UCC:

            (l) "Electronic  Chattel Paper" means all Electronic  Chattel Paper,
as that term is defined in the UCC,  evidenced by a record or records consisting
of information stored in an electronic medium;

            (m)  "Encumbrance(s)"  means  all  Encumbrance(s),  as that  term is
defined in the UCC;

            (n) "Equipment" means all Equipment,  as that term is defined in the
UCC;


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<PAGE>

            (o)  "Fixtures"  means all Fixtures,  as that term is defined in the
UCC;

            (p) "General  Intangibles"  means all General  Intangibles,  as that
term is defined in the UCC;


            (q) "Goods" means all Goods, as that term is defined in the UCC;

            (r) "Instruments" means all Instruments,  as that term is defined in
the UCC;

            (s) "Inventory" means all Inventory,  as that term is defined in the
UCC;

            (t)  "Investment  Property" means all Investment  Property,  as that
term is defined in the UCC;


            (u) "Letters of Credit" means all Letters of Credit, as that term is
defined in the UCC;

            (v) "Letter-of-Credit  Rights" means all Letter-of-Credit Rights, as
that term is defined in the UCC;

            (w) "Patents"  means (a) all letters patent of the United States and
all reissues and extensions thereof,  (b) all applications for letters patent of
the United States and all  divisions,  continuations  and  continuations-in-part
thereof or any other country,  (c) all proceeds thereof,  including the goodwill
of the business connected with the use of and symbolized by the Patents, and (d)
all Patents listed on Schedule 2 of the Loan Agreement;

            (x) "Patent License" means all agreements,  whether written or oral,
providing  for the grant by the  Borrowers of any right to  manufacture,  use or
sell any  invention  covered by a Patent,  including,  without  limitation,  any
thereof referred to in any schedule attached hereto;

            (y) "Payment  Intangibles"  means all Payment  Intangibles,  as that
term is defined in the UCC;

            (z)  "Proceeds"  means all Proceeds,  as that term is defined in the
UCC;

            (aa) "Promissory Note(s)" means all Promissory Note(s), as that term
is defined in the UCC, including the Debenture;

            (bb) "Software"  means all Software,  as that term is defined in the
UCC;

            (cc) "Supporting  Obligations" means all Supporting Obligations,  as
that term is defined in the UCC;

            (dd) "Tangible  Chattel Paper" means all Tangible  Chattel Paper, as
that term is defined in the UCC;


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<PAGE>

            (ee) "Trademarks" means (a) all trademarks,  trade names,  corporate
names, company names,  business names,  fictitious business names, trade styles,
service marks,  logos and other source or business  identifiers and the goodwill
associated  therewith,  now  existing  or  hereafter  adopted or  acquired,  all
registrations  and  recordings  thereof,  and  all  applications  in  connection
therewith,  whether  registered in the United States Patent and Trademark Office
or in any similar  office or agency of the United  States,  any State thereof or
any other country or any  political  subdivision  thereof or otherwise;  (b) all
renewals thereof;  and (c) all proceeds  thereof,  including the goodwill of the
business connected with the use of and symbolized by the Trademarks;

            (ff)  "Trademark  License"  means any  agreement,  written  or oral,
providing for the grant by the Borrowers of any right to use any Trademark;

            (gg) "UCC" means  Article 9 of the Uniform  Commercial  Code as may,
from time to time, be enacted and in effect in the States of Florida, Nevada, or
New York, as applicable; and

            (hh) "Vehicles" means all cars, trucks,  trailers,  construction and
earth moving  equipment and other vehicles owned by the Borrowers and covered by
a  certificate  of title  under the laws of any  state,  and all tires and other
appurtenances to any of the foregoing.

      4. Rights of Secured  Party.  Upon the occurrence of any Event of Default,
Secured Party shall have the right to declare all of the Loan  Obligations to be
immediately  due and  payable  and shall then have the rights and  remedies of a
secured  party  under  the UCC or under  any other  applicable  law,  including,
without  limitation,  the right to take  possession  of the  Collateral,  and in
addition  thereto,  the right to enter upon any premises on which the Collateral
or any part thereof may be situated and remove the same  therefrom and the right
to occupy the Borrowers'  premises for the purposes of  liquidating  Collateral,
including without limitation,  conducting an auction thereon.  Secured Party may
require  the  Borrowers  to make  the  Collateral  (to the  extent  the  same is
moveable)  available  to Secured  Party at a place to be  designated  by Secured
Party.  Secured Party may, at its option,  sell the  Collateral  on credit,  and
furthermore  may sell the  Collateral  without  giving any  warranties as to the
Collateral  and may  specifically  disclaim any warranties of title or the like,
which shall not be considered to adversely affect the commercial  reasonableness
of any sale of the Collateral.  Unless the Collateral is perishable or threatens
to decline  speedily in value or is of a type  customarily  sold on a recognized
market,  Secured  Party will give the  Borrowers  at least ten (10) days'  prior
written notice at the address of the Borrowers set forth above (or at such other
address or addresses as the Borrowers shall specify in writing to Secured Party)
of the time and place of any public sale  thereof or of the time after which any
private sale or any other intended  disposition  thereof is to be made. Any such
notice shall be deemed to meet any requirement hereunder or under any applicable
law (including the UCC) that  reasonable  notification  be given of the time and
place of such sale or other disposition.  After deducting all costs and expenses
of  collection,  storage,  custody,  sale  or  other  disposition  and  delivery
(including  reasonable attorneys' fees) and all other reasonable charges against
the  Collateral,  the residue of the  Proceeds  of any such sale or  disposition
shall be  applied  to the  payment  of the  Loan  Obligations  in such  order of
priority as Secured  Party shall  determine and any surplus shall be returned to
the Borrowers or to any person or party lawfully entitled thereto.  In the event
the  Proceeds  of any  sale,  lease  or  other  disposition  of  the  Collateral
hereunder,  including  without  limitation,  the Proceeds from the collection of
Accounts,  are  insufficient  to pay all of the Loan  Obligations  in full,  the
Borrowers will be liable for the deficiency,  together with interest thereon, at
the maximum rate  allowable by law, and the costs and expenses of  collection of
such deficiency,  including (to the extent permitted by law) without limitation,
attorneys' fees, expenses and disbursements.


                                       5
<PAGE>

      5. Right of Secured  Party to Use and Operate  Collateral,  Etc.  Upon the
occurrence of any Event of Default, Secured Party shall have the right and power
to take  possession  of all or any part of the  Collateral,  and to exclude  the
Borrowers  and all  persons  claiming  under  the  Borrowers  wholly  or  partly
therefrom,  and  thereafter  to hold,  store,  and/or use,  operate,  manage and
control the same.  Upon any such taking of  possession,  Secured  Party  without
obligation to do so, may,  from time to time,  at the expense of the  Borrowers,
make all such repairs, replacements,  alterations, additions and improvements to
the Collateral as Secured Party may deem proper.  The Borrowers hereby expressly
waive  any  obligation  of the  Secured  Party to  process  and/or  prepare  any
Collateral prior to any sale or other  disposition  thereof.  Upon any taking of
possession  of all or any part of the  Collateral,  Secured Party shall have the
right to manage and control the  Collateral  and to carry on the business and to
exercise all rights and powers of the Borrowers with respect  thereto as Secured
Party shall reasonably deem best,  including the right to enter into any and all
such  agreements  with respect to the  operation of the  Collateral  or any part
thereof as Secured  Party may see fit;  and  Secured  Party shall be entitled to
collect and receive all issues,  profits, fees, revenues and other income of the
same and every part  thereof.  Such issues,  profits,  fees,  revenues and other
income  shall be  applied  to pay the  expenses  of holding  and  operating  the
Collateral  and of  conducting  the business  thereof,  and of all  maintenance,
repairs, replacements,  alterations, additions and improvements, and to make all
payments  which  Secured Party may be required or may elect to make, if any, for
taxes, assessments,  insurance and other charges upon the Collateral or any part
thereof,  and  all  other  payments  which  Secured  Party  may be  required  or
authorized  to make under any provision of this  Security  Agreement  (including
legal costs and attorneys' fees). The remainder of such issues,  profits,  fees,
revenues  and  other  income  shall  be  applied  to the  payment  of  the  Loan
Obligations in such order of priority as Secured Party shall determine.  Without
limiting the generality of the foregoing,  Secured Party shall have the right to
apply for and have a receiver appointed by a court of competent  jurisdiction in
any action taken by Secured  Party to enforce its rights and remedies  hereunder
in order to manage,  protect  and  preserve  the  Collateral  and  continue  the
operation  of the  business of the  Borrowers  and to collect all  revenues  and
profits  thereof  and apply the same to the  payment of all  expenses  and other
charges of such  receivership  including the compensation of the receiver and to
the  payment  of the  Loan  Obligations  as  aforesaid  until  a sale  or  other
disposition of such Collateral shall be finally made and consummated.

      6. Collection of Accounts  Receivable,  Etc. At any time after an Event of
Default,  Secured  Party  shall  have the  right  to  require  Borrowers  to and
Borrowers shall, upon written notice from Secured Party:

            (a)  Make  collections  of  Proceeds  upon  its  Accounts,  hold the
Proceeds received from collections in trust for Secured Party and turn over such
Proceeds  to Secured  Party  daily in the exact  form  which they are  received,
together with a collection report in form satisfactory to Secured Party. Secured
Party shall  immediately  apply,  subject to  collection,  such Proceeds and any
Proceeds of Accounts received by it pursuant to the following provisions of this
Section 6, to the payment of the Loan  Obligations  in such order of priority as
Secured Party shall determine;


                                       6
<PAGE>

            (b) Assign or endorse  the  Accounts  to Secured  Party,  and notify
Account debtors that the Accounts have been assigned and should be paid directly
to Secured Party;

            (c) Turn over to Secured Party all Inventory  returned in connection
with any of the Accounts;

            (d) Mark or stamp  each of its  individual  ledger  sheets  or cards
pertaining to its Accounts with the legend  "Assigned to Arthur Cohn," and stamp
or  otherwise  mark and keep  its  books,  records,  documents  and  instruments
relating to the Accounts in such manner as Secured Party may require; and

            (e) Mark or stamp all invoices with a legend satisfactory to Secured
Party so as to indicate that the same should be paid directly to Secured Party.

            Notwithstanding the foregoing, each Borrower grants to Secured Party
an  irrevocable  power of attorney  coupled  with an interest,  authorizing  and
permitting  Secured Party  (acting  through any of its  employees,  attorneys or
agents) at any time,  at its  option,  but without  obligation,  with or without
notice to such Borrower, and at such Borrower's expense, to do any or all of the
following,  in such  Borrower's  name or otherwise,  but Secured Party agrees to
exercise the following powers in a commercially reasonable manner:

            (i) Execute on behalf of Borrowers any documents  that Secured Party
may, in its sole  discretion,  deem  advisable  in order to perfect and maintain
Secured Party's security  interest in the Collateral,  or in order to exercise a
right of Borrowers or Secured  Party,  or in order to fully  consummate  all the
transactions  contemplated under this Security Agreement,  and all other present
and future agreements;

            (ii)  Execute  on  behalf  of  Borrowers  any  document  exercising,
transferring or assigning any option to purchase,  sell or otherwise  dispose of
or to lease (as lessor or lessee) any real or personal property which is part of
Secured Party's Collateral or in which Secured Party has an interest;

            (iii) Execute on behalf of Borrowers,  any invoices  relating to any
receivable,  any draft against any Account debtors and any notice to any Account
debtors,  any  proof  of claim  in  bankruptcy,  any  Notice  of Lien,  claim of
mechanic's,  materialman's  or other lien,  or  assignment  or  satisfaction  of
mechanic's, materialman's or other lien;

            (iv) Take  control  in any manner of any cash or  non-cash  items of
payment or  proceeds  of  Collateral;  endorse  the name of  Borrowers  upon any
instruments, or documents,  evidence of payment or Collateral that may come into
Secured Party's possession;


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<PAGE>

            (v) Endorse all checks and other  forms of  remittances  received by
Secured Party;

            (vi) Pay, contest or settle any lien, charge, encumbrance,  security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon, or otherwise take any action to terminate or discharge the same;

            (vii) Grant extensions of time to pay,  compromise claims and settle
receivables  and  General  Intangibles  for less than face value and execute all
releases and other documents in connection therewith;

            (viii) Pay any sums  required on account of  Borrowers'  taxes or to
secure the release of any liens therefor, or both;

            (ix) Settle and adjust,  and give releases of, any  insurance  claim
that relates to any of the Collateral and obtain payment therefor;

            (x) Instruct any third party having  custody or control of any books
or records  belonging  to, or relating to,  Borrowers to give Secured  Party the
same rights of access and other rights with respect thereto as Secured Party has
under this Security Agreement; and

            (xi) Take any action or pay any sum required of  Borrowers  pursuant
to this Security Agreement and any other present or future agreements.

      Any and all  sums  paid  and any  and all  costs,  expenses,  liabilities,
obligations and attorneys' fees and other  professional fees incurred by Secured
Party  (including   attorneys'  fees  and  expenses  incurred  pursuant  to  any
bankruptcy  proceedings)  with  respect to the  foregoing  shall be added to and
become part of the Loan Obligations, and shall be payable on demand. In no event
shall Secured  Party's  rights under the  foregoing  power of attorney or any of
Secured Party's other rights under this Security Agreement be deemed to indicate
that Secured  Party is in control of the  business,  management or properties of
Borrowers.  Borrowers shall pay,  indemnify,  defend, and hold Secured Party and
each   of   its   officers,   directors,   employees,   counsel,   agents,   and
attorneys-in-fact  (each,  an  "Indemnified  Person")  harmless  (to the fullest
extent  permitted by law) from and against any and all claims,  demands,  suits,
actions,  investigations,  proceedings,  and damages, and all attorneys fees and
disbursements  and other costs and  expenses  actually  incurred  in  connection
therewith  (as and when they are  incurred and  irrespective  of whether suit is
brought), at any time asserted against, imposed upon, or incurred by any of them
in  connection  with or as a result of or  related to the  execution,  delivery,
enforcement,  performance, and administration of this Security Agreement and any
other Financing  Documents or the  transactions  contemplated  herein,  and with
respect to any investigation, litigation, or proceeding related to this Security
Agreement,  any other Financing Document, or the use of the proceeds of the loan
provided pursuant to the Loan Agreement (irrespective of whether any Indemnified
Person is a party thereto),  or any act, omission,  event or circumstance in any
manner  related  thereto  (all the  foregoing,  collectively,  the  "Indemnified
Liabilities").  This  provision  shall survive the  termination of this Security
Agreement and the repayment of the Loan Obligations.


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<PAGE>

      7.  Perfection by Filing.  The Secured Party may at any time and from time
to  time,  at  Borrowers'  expense,  file  financing  statements,   continuation
statements and amendments  thereto that describe the Collateral as all assets of
the Borrowers or words of similar effect and which contain any other information
required  by the UCC for the  sufficiency  or filing  office  acceptance  of any
financing statement, continuation statement or amendment, including whether each
Borrower  is an  organization,  the  type of  organization  and  any tax  and/or
organization  identification number issued to such Borrower. The Borrowers agree
to furnish any such information to the Secured Party promptly upon request.  Any
such financing statements,  continuation statements or amendments may be signed,
if so  required,  by the Secured  Party on behalf of the  Borrowers,  and may be
filed  at any  time in any  jurisdiction  as  necessary.  Each  Borrower  hereby
irrevocably appoints the Secured Party as Borrower's  Attorney-In-Fact,  coupled
with an interest, for the purposes hereof.

      8. Other Perfection, Etc. The Borrowers shall at any time and from time to
time, at Borrowers' expense, take such steps as the Secured Party may reasonably
request  for the  Secured  Party (a) to obtain an  acknowledgement,  in form and
substance  satisfactory to the Secured Party, of any bailee having possession of
any of the  Collateral  that the bailee  holds such  Collateral  for the Secured
Party, (b) to obtain  "control" of any Investment  Property,  Deposit  Accounts,
Letter-Of-Credit  Rights  or  electronic  Chattel  Paper,  with  any  agreements
establishing  control to be in form and  substance  satisfactory  to the Secured
Party, (c) to obtain possession of all or any portion of the Collateral in order
to  perfect  its  security  interest  therein  in  addition  to the  filing of a
financing  statement,  and (d) otherwise to insure the continued  perfection and
priority of the Secured Party's  security  interest in any of the Collateral and
of the preservation of its rights therein.

      9. Application of Payments.  To the extent that Borrowers use the proceeds
of the loan secured  hereby to purchase  any  Collateral,  Borrowers'  repayment
shall be applied  on a  "first-in-first-out"  basis so that the  portion of said
loan used to  purchase  a  particular  item of  Collateral  shall be paid in the
chronological order Borrowers purchased such Collateral.

      10. Termination; Assignment, Etc. This Security Agreement and the security
interest in the Collateral  created hereby shall  terminate when all of the Loan
Obligations have been paid and finally  discharged in full and the Secured Party
has no commitment  outstanding to make further  advances or extend credit to the
Borrowers.  No  waiver  by  Secured  Party or by any  other  holder  of the Loan
Obligations  of any  default  shall be  effective  unless in  writing  signed by
Secured  Party nor shall any  waiver  granted on any one  occasion  operate as a
waiver of any other default or of the same default on a future occasion.  In the
event  of a sale  or  assignment  by  Secured  Party  of all or any of the  Loan
Obligations  held by Secured  Party,  Secured  Party may assign or transfer  its
respective  rights and interests  under this  Security  Agreement in whole or in
part to the  purchaser or purchasers of such Loan  Obligations,  whereupon  such
purchaser or  purchasers  shall become  vested with all of the powers and rights
hereunder,  and Secured  Party shall  thereafter  be forever  released and fully
discharged  from any liability or  responsibility  hereunder with respect to the
rights and  interests so assigned  except that Secured Party shall be liable for
damages  suffered by the Borrowers as a result of actions taken by Secured Party
in bad faith or with willful misconduct.


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<PAGE>

      11. Notices.  Any and all notices or other communications or deliveries to
be  provided  hereunder  shall be given in the manner set forth in, and shall be
effective as provided in, the Loan Agreement.

      12.  Miscellaneous.  This Security Agreement shall inure to the benefit of
and be binding upon Secured Party and the Borrowers, their respective successors
and  permitted  assigns,  and all  persons  who  become  bound to this  Security
Agreement as Borrowers. This Security Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which  taken  together  shall  constitute  one and the same  Security
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.  The headings used in this Security  Agreement are for  convenience  of
reference and shall not limit or otherwise affect the meaning hereof.


      13. WAIVERS AND ACKNOWLEDGEMENTS.

            (I) THE  BORROWERS  HEREBY  CONSENT TO AND WAIVE  NOTICE OF: (A) THE
GRANTING OF RENEWALS, EXTENSIONS OF TIME FOR PAYMENT OR OTHER INDULGENCES TO THE
BORROWERS OR TO ANY ACCOUNT DEBTORS IN RESPECT OF ANY ACCOUNT  RECEIVABLE OF THE
BORROWERS;  (B)  SUBSTITUTION,  RELEASE OR SURRENDER OF ANY COLLATERAL;  (C) THE
ADDITION OR RELEASE OF PERSONS  PRIMARILY  OR  SECONDARILY  LIABLE ON ANY OF THE
OBLIGATIONS  OR ON ANY  ACCOUNT  RECEIVABLE  OR  OTHER  COLLATERAL;  AND (D) THE
ACCEPTANCE OF PARTIAL  PAYMENTS ON ANY OBLIGATIONS OR ON ANY ACCOUNT  RECEIVABLE
OR OTHER  COLLATERAL  AND/OR THE SETTLEMENT OR COMPROMISE  THEREOF.  NO DELAY OR
OMISSION ON THE PART OF SECURED PARTY IN EXERCISING  ANY RIGHT  HEREUNDER  SHALL
OPERATE AS A WAIVER OF SUCH RIGHT OR OF ANY OTHER RIGHT HEREUNDER. ANY WAIVER OF
ANY SUCH RIGHT ON ANY ONE OCCASION  SHALL NOT BE CONSTRUED AS A BAR TO OR WAIVER
OF ANY SUCH RIGHT ON ANY SUCH FUTURE OCCASION.

            (II) THE  BORROWERS  FURTHER  WAIVE ALL RIGHTS  UNDER ANY STATUTE OF
LIMITATIONS PROVISIONS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

            (III) THE BORROWERS  FURTHER WAIVE TRIAL BY JURY IN ANY COURT AND IN
ANY SUIT,  ACTION OR PROCEEDING ON ANY MATTER  ARISING IN CONNECTION  WITH OR IN
ANY WAY RELATED TO THE FINANCING DOCUMENTS OF WHICH THIS SECURITY AGREEMENT IS A
PART AND/OR THE ENFORCEMENT OF ANY OF BORROWERS' RIGHTS AND REMEDIES,  INCLUDING
WITHOUT LIMITATION, TORT CLAIMS.


                                       10
<PAGE>

            (IV) THE  BORROWERS  ACKNOWLEDGE  THAT  BORROWERS  MAKE ALL OF THESE
WAIVERS IN  PARAGRAPHS  (I) THROUGH  (IV)  KNOWINGLY  AND  VOLUNTARILY,  WITHOUT
DURESS, ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THESE WAIVERS
AND WITH  ADVICE OF  BORROWERS'  LEGAL  REPRESENTATIVE.  THE  BORROWERS  FURTHER
ACKNOWLEDGE  THAT THE SECURED  PARTY HAS NOT AGREED WITH OR  REPRESENTED  TO THE
BORROWERS OR ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THESE  PARAGRAPHS (I)
THROUGH (IV) WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       11
<PAGE>

      IN WITNESS WHEREOF,  each party has executed this Security  Agreement,  or
caused this Security  Agreement to be executed by its duly authorized officer as
of the date first above written.


WITNESS                                              SBS INTERACTIVE, CO.

_______________________________                      By:
                                                        ------------------------
                                                     Name:  Todd Gotlieb
                                                     Title:  President


WITNESS                                              SBS INTERACTIVE, INC.

_______________________________                      By:/s/ Todd Gotlieb
                                                        ------------------------
                                                     Name:  Todd Gotlieb
                                                     Title:  President


WITNESS                                              SECURED PARTY


_______________________________                         /s/ Arthur Cohn
                                                        ------------------------
                                                        Arthur Cohn

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