Exhibit
10.31


SECURITY
AGREEMENT





This
SECURITY AGREEMENT(this
“Agreement”),
dated as of December 28, 2007 is entered into between Onstream Media Corporation, a
corporation (the “Debtor”), and Thermo Credit, LLC,a Colorado
limited liability company (the “Secured
Party”).





RECITALS





A.          Pursuant
to that certain Commercial Business Loan Agreement dated as of the date hereof
between the Debtor and the Secured Party (as may be amended from time to time,
the “Loan
Agreement”), the Secured Party has agreed to provide the Debtor with a
line of credit facility in the amount and on the terms more fully set forth in
the Loan Agreement.





B.           As
a condition to entering into the Agreement, the Secured Party requires that the
Debtor execute and deliver this Agreement to the Secured Party as security for
the Debtor’s obligations under the Loan Agreement.





Therefore,
in consideration of the premises contained herein and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree and covenant as follows:





ARTICLE
1


DEFINITIONS AND
REFERENCES





Section
1.1  Certain
Definitions.  As used herein, the following terms shall have
the following meanings:





“Account Collateral”
is defined in Section 2.1(c).





“Agreement” is defined
in the preamble paragraph.





“Cash Collateral
Account” is defined in Section 4.1.





“Code” means the
Uniform Commercial Code in effect in the State of Louisiana, as amended from
time to time; provided
that, if by reason of mandatory provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than Louisiana, “Code” means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.





“Collateral” means all
property in which the Secured Party at any time has a security interest pursuant
to Section 2.1, and with respect to the Debtor, all property of the Debtor in
which the Secured Party at any time has a security interest pursuant to Section
2.1.





“Debtor”is
defined in the preamble paragraph.





“General Intangibles”
is defined in Section 2.1(b).





“Keeper” is defined in
Section 4.3.





“Loan Agreement” is
defined in Recital A.





“Obligations”means
all present and future indebtedness, obligations and liabilities of whatever
type that are or shall be secured pursuant to Section 2.2.





“Other Liable
Party” means
any Person, other than a debtor, who may now or may at any time hereafter be
primarily or secondarily liable for any of the Obligations or who may now or may
at any time hereafter have granted to the Secured Party a security interest or
lien upon any property as security for the Obligations.





“Person” means an
individual, corporation, partnership, limited liability company, association,
joint stock company, trust, unincorporated organization or joint venture, or a
court or governmental unit or any agency or subdivision thereof, or any other
legally recognizable entity.





“Receivables” is
defined in Section 2.1(a).





“Secured Party”is
defined in the preamble paragraph.





Section
1.2  References.  All
capitalized terms used in this Agreement without definition are used herein as
defined in the Loan Agreement.  All uncapitalized terms used in this
Agreement that are defined in Chapter 9 of the Code and not otherwise defined
herein shall have the same meanings herein as set forth therein, except where
the context otherwise requires.





Section
1.3  Renewals and
Extensions.  Unless the context otherwise requires or unless
otherwise provided herein, references in this Agreement to a particular
agreement, instrument or document also refer to and include all renewals,
extensions, amendments, modifications, supplements and restatements of any such
agreement, instrument or document; provided that nothing
contained in this Section shall be construed to authorize any Person to execute
or enter into any such renewal, extension, amendment, modification, supplement
or restatement without the express written authorization of the Secured
Party.





Section
1.4  References and
Titles.  All references in this Agreement to Exhibits,
Articles, Sections, subsections and other subdivisions refer to the Exhibits,
Articles, Sections, subsections and other subdivisions of this Agreement unless
expressly provided otherwise.  Titles appearing at the beginning of
any subdivision are for convenience only and do not constitute any part of any
such subdivision and shall be disregarded in construing the language contained
in this Agreement.  The words “this Agreement”, “herein”, “hereof”,
“hereby”, “hereunder” and words of similar import refer to this Agreement as a
whole and not to any particular subdivision unless expressly so
limited.  The phrases “this Section” and “this subsection” and similar
phrases refer only to the Sections or subsections hereof in which such phrase
occurs.  The word “or” is not exclusive.  Pronouns in the
masculine, feminine and neuter genders shall be construed to include any other
gender, and words in the singular form shall be construed to include the plural,
and vice versa, unless the context otherwise requires.


2


ARTICLE
2


SECURITY
INTEREST





Section
2.1  Grant
of Security Interest.  As collateral security for all of the
Obligations, the Debtor does hereby sell, assign, transfer and set over unto,
and grant to the Secured Party a continuing security interest in, general lien
upon, collateral assignment of, and a right of set-off against all of the
Debtor’s right, title and interest in and to the following personal property of
the Debtor:





a)
            Receivables.  All
      of the following, whether now or hereafter existing, that are owned by the
      Debtor or in which the Debtor otherwise has any rights:  (i) all
      accounts of any kind whether now or hereafter existing, (ii) an account
      receivable arising from the provision or sale of services (and any
      services or sales ancillary thereto) by the Debtor including the right to
      payment of any interest or finance charges and other obligations of such
      person obligated to make payments in respect of any such Receivable
      (“Payor”) with respect thereto; (iii) all security interests or liens and
      property subject thereto from time to time purporting to secure payment by
      the Payor; (iv) all rights, remedies, guarantees, indemnities and
      warranties and proceeds thereof, proceeds of insurance policies, UCC
      financing statements and other agreements or arrangements of whatever
      character from time to time supporting or securing payment of such
      Receivable including, but not limited to, any Billing and Collection
      Agreement and any Clearinghouse Agreement; (v) all Collections, Records
      and proceeds with respect to any of the foregoing; (vi) all chattel paper,
      documents and instruments of any kind, whether now or hereafter existing,
      relating to such accounts or arising out of or in connection with the sale
      or lease of goods or the rendering of services and (vii) all rights now or
      hereafter existing in, to or under all security agreements, leases and
      other contracts securing or otherwise relating to any such accounts,
      chattel paper, documents or instruments (any and all such accounts,
      chattel paper, documents, instruments, security agreements, leases and
      other contracts being referred to herein collectively as the “Receivables”).





b)
            Contract Rights,
      General Intangibles, etc.  All of the following, whether
      now or hereafter existing, that are owned by the Debtor or in which the
      Debtor otherwise has any rights: all chooses in action, tax refunds and
      insurance proceeds), and all chattel paper, documents, instruments,
      security agreements, other contracts and money, and all other rights of
      the Debtor (except those constituting Receivables) to receive payments of
      money (all referred to herein collectively as the “General
      Intangibles”).


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c)
            Account
      Collateral.  All of the following, whether now or
      hereafter existing, which are owned by Debtor or in which Debtor otherwise
      has any rights (collectively, the “Account
      Collateral”):  (i) the Cash Collateral Account, all funds
      held therein, and all certificates and instruments, if any, from time to
      time representing or evidencing the Cash Collateral Account, and (ii) all
      notes, certificates of deposit, deposit accounts, checks and other
      instruments from time to time hereafter delivered to or otherwise
      possessed by Secured Party for and on behalf of Debtor in substitution for
      or in addition to any of the then existing Account Collateral; provided
      that Secured Party acknowledges that funds in the Cash Collateral Account
      may be subject to reversionary rights in connection with terminations of
      Debtor's factoring agreements; and





d)
            Related Collateral and
      Proceeds.  All parts of, all accessions to, all
      replacements for, all products of, all payments of any type in lieu of or
      in respect of and all documents and general intangibles covering or
      relating to any or all of the foregoing Collateral; all books and records
      related to any and all of the foregoing Collateral, including any and all
      books of account, customer lists and other records relating in any way to
      the foregoing Collateral; all contracts, and other documents, books,
      records and other information (including, without limitation, computer
      programs, tapes, disks, punch cards, date processing software and related
      property and rights) prepared and maintained by the Debtor with respect to
      Receivables and the related Payors; all proceeds of any and all of the
      foregoing Collateral and, to the extent not otherwise included, all
      payments under insurance (whether or not the Secured Party is the loss
      payee thereof) or under any indemnity, warranty or guaranty by reason of
      loss to or otherwise with respect to any of the foregoing
      Collateral.





In each
case, the foregoing shall be covered by the security interest granted by and
pursuant to this Agreement whether the Debtor’s ownership or other rights
therein are presently held or hereafter acquired and howsoever the Debtor’s
interests therein may arise or appear (whether by ownership, security interest,
claim or otherwise).





The
Debtor hereby acknowledges and agrees that, to the extent that the Secured Party
makes or has made advances to the Debtor to enable the Debtor to acquire rights
in or use of any of the Collateral described in this Section 2.1, the security
interest herein granted in such Collateral by the Debtor in favor of the Secured
Party shall constitute a purchase money security interest within the meaning of
the Code.





Section
2.2  Obligations
Secured.  The security interest created hereby in the
Collateral constitutes continuing collateral security for all of the following
obligations, indebtedness and liabilities, whether now existing or hereafter
incurred (collectively, the “Obligations”):





(a)         The
due payment, performance and observation of all obligations and liabilities of
the Debtor from time to time existing under or in respect of the Loan Agreement
and each other document, including without limitation the Obligations under the
Loan Agreement;





(b)         the
payment, as and when due and payable, of all amounts from time to time owing
under or in respect of the Loan Agreement and/or this Agreement;
and


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(c)         all
obligations, indebtedness and liabilities arising under or in respect of any
renewals, extensions, amendments, modifications, supplements or restatements of,
or substitutions for, any of the foregoing.





ARTICLE
3


REPRESENTATIONS, WARRANTIES
AND COVENANTS





Section
3.1  Representations and
Warranties.  The Debtor hereby represents and warrants to the
Secured Party as follows:





(a)         Ownership and
Liens.  The Debtor has good and marketable title to the
Collateral, free and clear of all liens, security interests, encumbrances and
adverse claims, except for the security interest created by this
Agreement.  To the best of Debtor’s knowledge, there are no
undisclosed disputes, rights of set-off, counterclaims or defenses existing with
respect to all or any material part of the Collateral.  Except as
previously disclosed there is no chattel mortgage, collateral chattel mortgage,
statement of assignment, notice of assignment, notice of security interest or
effective financing statement, or other instrument similar in effect, covering
all or any part of the Collateral is on file in any recording office to the best
of Debtor’s knowledge, except such as may have been or be filed in favor of the
Secured Party relating to this Agreement, and there are no effective pledges or
assignments affecting all or any part of the Collateral, except in favor of the
Secured Party.





(b)         No Conflicts or
Consents.  Neither the ownership nor the intended use of the
Collateral by the Debtor, nor the grant of the security interest by the Debtor
to the Secured Party herein, nor the exercise by the Secured Party of its rights
and remedies hereunder, will (i) conflict with any provision of (A) any domestic
or foreign law, statute, rule or regulation, (B) the articles of organization,
operating agreement or other organizational documents of the Debtor or (C) any
agreement, judgment, license, order or permit applicable to or binding upon the
Debtor or (ii) result in or require the creation of any lien, charge or
encumbrance upon any assets or properties of the Debtor, except the lien created
by this Agreement.  No consent, approval, authorization or order of,
and no notice to or filing with, any court, governmental authority or third
party (except for the filing of the applicable financing statements) is required
in connection with the grant by the Debtor of the security interest herein or
the exercise by the Secured Party of its rights and remedies
hereunder.





(c)         Security
Interest.  The Debtor has, and will have at all times, full
right, power and authority to grant a security interest in the Collateral to the
Secured Party in the manner provided herein, free and clear of any lien,
security interest or other charge or encumbrance, except Permitted
Liens.  This Agreement creates a valid and binding security interest
in favor of the Secured Party in the Collateral securing the
Obligations.  The taking possession and retention by the Secured Party
of all instruments and cash constituting Collateral and the filing of the
financing statements delivered concurrently herewith by the Debtor to the
Secured Party will perfect and establish the priority of the Secured Party’s
security interest hereunder in the Collateral securing the
Obligations.  No further or subsequent filing, recording,
registration, other public notice or other action is necessary or desirable to
perfect or otherwise continue, preserve or protect such security interest,
except for continuation statements and filings contemplated by Section
3.3(e).


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(d)         Jurisdiction of
Organization.  The Debtor is a corporation under the
laws of the State of Floridaand has filed
its articles of organization with the office of the Secretary of State of Florida.





(e)          Receivables.  To
the best of the Debtor’s knowledge, each Receivable represents the valid and
legally binding indebtedness of a bona fide account debtor arising from the sale
or lease by a Provider of goods or the rendition by a Provider of services and
to the Debtor’s knowledge is not subject to contra-accounts, set-offs, defenses
or counterclaims by or available to the account debtor obligated on such
Receivable, except for claims arising from defective goods or as otherwise
disclosed to the Secured Party in writing.  To the best of the
Debtor’s knowledge, goods that have been delivered and services that have been
rendered by a Provider to each account debtor have been accepted by such account
debtor, and the amount shown as to each Receivable on the Debtor’s books is the
true and undisputed amount owing and unpaid thereon, subject only to discounts,
allowances, rebates, credits and adjustments to which the account debtor has a
right and that have been disclosed to the Secured Party in writing.





(f)          Chattel Paper, Documents and
Instruments.  All chattel paper, documents and instruments
included in the Collateral are valid and genuine.  Each chattel paper,
document and instrument included in the Collateral has only one original
counterpart that constitutes collateral within the meaning of the Code or the
law of any applicable jurisdiction.  No Person other than the Debtor
or the Secured Party is in actual or constructive possession of any chattel
paper, documents or instruments included in the Collateral.





(g)         Federal Tax Identification
and Organizational Numbers.  The federal tax identification
number of the Debtor is 65-0420146.





Section
3.2  Affirmative
Covenants.  Unless the Secured Party shall otherwise consent in
writing, the Debtor will at all times comply with the covenants contained in
this Section 3.2 from the date hereof and so long as any part of the Obligations
is outstanding.





(a)         Ownership and
Liens.  The Debtor will maintain good and marketable title to
all Collateral, free and clear of all liens, security interests, encumbrances
and adverse claims, except for the security interest created by this Agreement
and the Permitted Liens.  The Debtor will not permit any dispute,
right of set-off, counterclaim or defense to exist with respect to all or any
part of the Collateral.  The Debtor will cause to be terminated any
financing statement or other security instrument with respect to the Collateral,
except such as may exist or as may have been filed in favor of the Secured
Party.  The Debtor will defend the Secured Party’s right, title, and
security interest in and to the Collateral against the claims of any
Person.


6


(b)         Further
Assurances.  The Debtor will, at its expense and at any time
and from time to time, promptly execute and deliver all further instruments and
documents and take all further action that may be reasonably necessary or that
the Secured Party may reasonably request in order (i) to perfect and protect the
security interest created or purported to be created hereby and the current or a
more favorable priority of such security interest; (ii) to enable the Secured
Party to exercise and enforce its rights and remedies hereunder in respect of
the Collateral; and (iii) to otherwise effect the purposes of this Agreement,
including, without limitation, (A) executing and filing such financing or
continuation statements, other instruments or amendments thereto as may be
reasonably necessary or desirable or that the Secured Party may request in order
to perfect and preserve the security interest created or purported to be created
hereby (including, without limitation, the security interest with respect to
after-acquired Collateral) and (B) furnishing to the Secured Party from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Secured Party
may reasonably request, all in reasonable detail.





(c)         Inspection of
Collateral.  The Debtor will keep adequate records concerning
the Collateral and will permit the Secured Party and all representatives
appointed by the Secured Party, including independent accountants, agents,
attorneys, appraisers and any other Persons, to inspect any of the Collateral
and the books and records of or relating to the Collateral at any time during
normal business hours, and to make photocopies and photographs thereof, and to
write down and record any information as the Secured Party or such
representatives shall obtain.





(d)         Information.  The
Debtor will furnish to the Secured Party any information that the Secured Party
may from time to time reasonably request concerning any covenant, provision or
representation contained herein or any other matter in connection with the
Collateral or the Debtor’s business, properties or financial
condition.





(e)         Payment of Taxes,
etc.  The Debtor (i) will timely pay all property and other
taxes, assessments, governmental charges and levies imposed upon the Collateral
or any part thereof; (ii) will timely pay all lawful claims that, if unpaid,
might become a lien or charge upon the Collateral or any part thereof; and (iii)
will maintain appropriate accruals and reserves for all such liabilities in a
timely fashion in accordance with generally accepted accounting
principles.  The Debtor may, however, delay paying or discharging any
such taxes, assessments, charges, claims or liabilities so long as the validity
thereof is contested in good faith by proper proceedings and the Debtor has set
aside on its books adequate reserves therefor.





(f)          Insurance.  The
Debtor will, at its own expense, maintain such insurance as is required by the
Loan Agreement.





(g)         Collection of
Receivables.  The Debtor will, except as otherwise provided in
Section 4.2(b), maintain customary and usual practices consistently applied to
collect, at its own expense, all amounts due or to become due under each of the
Receivables of the Debtor. In connection with such collections, the Debtor may
(and, if an Event of Default has occurred and is continuing, at the Secured
Party’s direction, will) take such action (not otherwise forbidden by Section
3.3(d)) as the Debtor or, if an Event of Default has occurred and is continuing,
the Secured Party may deem reasonably necessary or advisable to enforce
collection or performance of each of the Receivables of the
Debtor.


7


(h)         Chattel Paper, Documents
and  Instruments.  The Debtor will at all times cause
any chattel paper, documents and instruments included in the Collateral to be
valid and genuine and will cause all chattel paper, documents and instruments
included in the Collateral to have only one original counterpart that
constitutes collateral within the meaning of the Code or the law of any
applicable jurisdiction.  Upon request by the Secured Party, the
Debtor will deliver to the Secured Party all originals of chattel paper,
documents and instruments included in the Collateral.  Upon request by
the Secured Party, the Debtor will mark each chattel paper included in the
Collateral with a legend indicating that the chattel paper is subject to the
security interest granted by this Agreement.





(i)           Performance of
Contracts.  The Debtor will duly perform or cause to be
performed all of its obligations, if any, to be performed under or with respect
to the General Intangibles of the Debtor.





Section 3.3  Negative
Covenants.  Unless the Secured Party shall otherwise consent in
writing, the Debtor will at all times comply with the covenants contained in
this Section 3.3 from the date hereof and so long as any part of the Obligations
is outstanding.





(a)         Transfer or
Encumbrance.  Except as otherwise provided in the Loan
Documents , the Debtor will not sell, assign (by operation of law or otherwise),
transfer, exchange, lease or otherwise dispose of any of the Collateral, nor
will the Debtor grant a Lien or security interest in or execute, file or record
any financing statement or other security instrument with respect to the
Collateral, other than Permitted Liens.





(b)         Impairment of Security
Interest.  The Debtor will not take or fail to take any action
that would in any manner impair the value of any of the Collateral or the
enforceability of the Secured Party’s security interest in any
Collateral.





(c)         Possession of
Collateral.  The Debtor will not cause or permit the removal of
any item of the Collateral from its possession, control and risk of
loss.





(d)         Compromise of
Collateral.  The Debtor will not adjust, settle, compromise,
amend or modify any of the Collateral constituting Receivables of the Debtor or
General Intangibles of the Debtor, other than adjustments, settlements,
compromises, amendments and modifications made in good faith, in the ordinary
course of business and not during the continuance of an Event of
Default.





(e)         Financing Statement
Filings.  The Debtor recognizes that financing statements
pertaining to the Collateral have been or may be filed where the Debtor
maintains its jurisdiction of organization.  Without limitation of any
other covenant herein, the Debtor will not cause or permit any change to be made
to its jurisdiction of organization.


8


ARTICLE
4


CASH COLLATERAL
ACCOUNT





Section
4.1       Cash Collateral
Account.  Secured Party will establish, in the name of Debtor
but under the sole dominion and control of Secured Party, one or more certain
deposit accounts (whether one or more, the “Cash Collateral
Account”). Upon the request of Secured Party, after the occurrence of an
Event of Default and continuance thereof, all collections will be deposited into
an account controlled by Secured party.
Upon the occurrence of a Default and upon Secured Party’s request, Debtor
will  instruct all existing Obligors (as hereinafter defined) and
shall immediately instruct each new Obligor thereafter to make all payments, or
to continue to make all payments, as the case may be, but subject to the terms
and conditions hereof, to the Cash Collateral Account.  “Obligor”
means a Person obligated to make payments, whether now or at any time in the
future, in any amount to Debtor for any reason. Notwithstanding the foregoing,
if the proceeds of any Collateral are paid directly to Debtor, Debtor shall
deposit, at the end of each day, all such proceeds of Collateral to the Cash
Collateral Account.  The Company hereby pledges and assigns to Secured
Party and grants to Secured Party a lien on and security interest in, the Cash
Collateral Account and all funds and other property from time to time therein or
credited thereto.





Section
4.2       Delivery of Account
Collateral.  All certificates or instruments, whether
negotiable or otherwise, if any, representing or evidencing the Account
Collateral shall be delivered to and held by or on behalf of Secured Party
pursuant hereto and shall be in suitable form for transfer by delivery, or shall
be accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to Secured Party.  For the
better perfection of the rights of Secured Party in and to the Account
Collateral, Debtor shall forthwith, upon the pledge of any Account Collateral
hereunder and if requested by Secured Party, cause such Account Collateral to be
registered in the name of such nominee or nominees of Secured Party as Secured
Party shall direct.  In addition, Secured Party shall have the right
at any time to exchange certificates or instruments representing or evidencing
Account Collateral for certificates or instruments of smaller or larger
denominations.





Section
4.3       Release of
Monies.  So long as no Event of Default shall have occurred and
be continuing, and subject to the terms and conditions of any agreement(s)
between Secured Party and Debtor relating to the Cash Collateral Account, Debtor
shall have access to all funds on deposit in the Cash Collateral Account and
shall be permitted to withdraw such amounts without the consent of, or notice
to, Secured Party.  Notwithstanding the foregoing, from and after the
occurrence and during the continuance of an Event of Default, Secured Party may
revoke the right of Debtor to make such withdrawals from the Cash Collateral
Account.  Any election of Secured Party to release such funds
notwithstanding an Event of Default shall be effective from day to day only and
may be revoked or changed at any time and shall not constitute a waiver of such
Event of Default or of any remedies of Secured Party hereunder, under the Loan
Agreement, or any other Loan Document.





Section
4.4       Secured Party’s Duties
Regarding Account Collateral.  Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of the Account
Collateral in its possession if the Account Collateral is accorded treatment
substantially equal to that which Secured Party accords its own property, it
being understood that Secured Party shall have no responsibility or liability
for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Account
Collateral, whether or not Secured Party has or is deemed to have knowledge of
such matters, (ii) taking any necessary steps to preserve rights against any
parties with respect to any Account Collateral, or (iii) the collection of any
proceeds of any Account Collateral or by reason of any invalidity, lack of value
or uncollectability or any of the payments received by it from Obligors or
otherwise.


9





ARTICLE
5


REMEDIES, POWERS, AND
AUTHORIZATIONS





Section
5.1  Provisions Concerning the
Collateral.





(a)         Additional Financing
Statement Filings.  The Debtor hereby authorizes the Secured
Party to file, without the signature of the Debtor where permitted by law, one
or more financing or continuation statements, and amendments thereto, relating
to the Collateral.   The Debtor further agrees that a carbon,
photographic or other reproduction of this Security Agreement or any financing
statement describing any Collateral is sufficient as a financing statement and
may be filed in any jurisdiction the Secured Party may deem
appropriate.





(b)         Power of
Attorney.  The Debtor hereby irrevocably appoints the Secured
Party as the Debtor’s attorney-in-fact and proxy, coupled with an interest, with
full authority in the place and stead of the Debtor and in the name of the
Debtor or otherwise, from time to time, upon the occurrence and during the
continuance of an Event of Default, in the Secured Party’s discretion, to take
any action and to execute any instrument that the Secured Party may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:  (i) to obtain and adjust insurance proceeds
required to be paid to the Secured Party pursuant to Section 3.2(f); (ii) to
ask, demand, collect, sue for, recover, compound, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the
Collateral; (iii) to receive, endorse and collect any drafts or other
instruments, documents or chattel paper in connection with clauses (i) and (ii)
above; and (iv) to file any claims or take any action or institute any
proceedings that the Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of the
Secured Party with respect to any of the Collateral.





(c)         Performance by the Secured
Party.  If the Debtor fails to perform any agreement or
obligation contained herein, the Secured Party may itself perform, or cause
performance of, such agreement or obligation, and the reasonable expenses of the
Secured Party incurred in connection therewith shall be payable by Debtor under
Section 5.6; provided
that the Secured Party shall have no obligation to do any of the
foregoing.





(d)         Secured Party
Duties.  The powers conferred on the Secured Party hereunder
are solely to protect its interest in the Collateral and shall not impose any
duty upon it to exercise any such powers.  Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Secured Party shall have no duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral.


10


(e)         Liability.  Anything
herein to the contrary notwithstanding (i) the Debtor shall remain liable with
respect to any of the Collateral to the extent set forth therein to perform all
of its obligations thereunder to the same extent as if this Agreement had not
been executed, (ii) the exercise by the Secured Party of any of its rights
hereunder shall not release the Debtor from any of its obligations in respect of
the Collateral, and (iii) the Secured Party shall not have any obligation or
liability by reason of this Agreement with respect to any of the Collateral, nor
shall the Secured Party be obligated to perform any of the obligations or duties
of the Debtor thereunder or to take any action to collect or enforce any claim
for payment assigned hereunder.





Section
5.2  Event
of Default Remedies.  If an Event of Default shall have
occurred and be continuing, the Secured Party may from time to time in its
discretion, without limitation and without notice except as expressly provided
below or by nonwaivable, applicable law, do any or all of the
following:





(a)         Rights Under the
Code.  The Secured Party may exercise in respect of the
Collateral, in addition to the other rights and remedies provided for herein or
in any other Loan Document or otherwise available to it, all the rights and
remedies of a secured party on default under the Code (whether or not the Code
applies to the affected Collateral);





(b)         Collection
Rights.  The Secured Party shall have the right at any time,
upon the occurrence and during the continuance of an Event of Default, to notify
any or all account debtor under any accounts, general intangibles or chattel
paper included in the Collateral and any or all obligors under any instruments
included in the Collateral of the security interest thereon in favor of the
Secured Party and to direct such account debtor and obligors to make payment of
all amounts due or to become due to the Debtor thereunder directly to the
Secured Party and, upon such notification and at the expense of the Debtor and
to the extent permitted by law, to enforce collection of any such accounts,
general intangibles, chattel paper and instruments and to adjust, settle or
compromise the amount or payment thereof, in each case, in the same manner and
to the same extent as the Debtor may have done.  After the Debtor
receives notice that the Secured Party has given any notice referred to above in
this subsection, (i) all amounts and proceeds (including instruments and
writings) received by the Debtor in respect of such accounts, general
intangibles, chattel paper and instruments shall be received in trust for the
benefit of the Secured Party hereunder, shall be segregated from other funds of
the Debtor and shall be forthwith paid over to the Secured Party in the same
form as so received (with any necessary endorsement) to be held as cash
collateral and applied as specified in Section 5.4 and (ii) the Debtor will not
adjust, settle or compromise the amount or payment of any such account, general
intangible, chattel paper or instrument or release wholly or partly any account
debtor or obligor thereof or allow any credit or discount thereon.





(c)         Assemble
Collateral.  To the extent permitted by the laws, whether
presently existing or hereafter adopted, of the jurisdiction in which the
Collateral or any part thereof is located, including, without limitation, the
State Louisiana, the Secured Party may require the Debtor to, and the Debtor
hereby agrees that it will at its expense and upon request of the Secured Party,
forthwith assemble all or any part of the Collateral as directed by the Secured
Party and make it available to the Secured Party at a place to be designated by
the Secured Party that is reasonably convenient to both
parties;


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(d)         Judicial
Procedure.  The Secured Party may reduce its claim to judgment
or execute, foreclose or otherwise enforce, in whole or in part, the security
interest created hereby by any available judicial procedure;





(e)         Sale of
Collateral.  The Secured Party may dispose of, at its office,
on the premises of the Debtor or elsewhere, all or any part of the Collateral,
as a unit or in parcels, by public or private proceedings, and by way of one or
more contracts (it being agreed that the sale of any part of the Collateral
shall not exhaust the Secured Party’s power of sale, but sales may be made from
time to time, and at any time, until all of the Collateral has been sold or
until the Obligations have been paid and performed in full), and at any such
sale it shall not be necessary to exhibit any of the Collateral;





(f)    
     Purchase of
Collateral.  The Secured Party may buy the Collateral, or any
part thereof, at any public sale, and the Secured Party may buy the Collateral,
or any part thereof, at any private sale if the Collateral is of a type
customarily sold in a recognized market or is of a type that is the subject of
widely distributed standard price quotations;





(g)         Receiver.  The
Secured Party may apply by appropriate judicial proceedings for appointment of a
receiver or keeper for the Collateral, or any part thereof, and the Debtor
hereby consents to any such appointment;





(h)         Retention of
Collateral.  At its discretion, the Secured Party may retain
the Collateral in satisfaction of the Obligations whenever the circumstances are
such that the Secured Party is entitled to do so under the Code or otherwise;
and





(i)           Self-Help
Remedies.  To the extent the Code permits a secured party to
exercise self-help remedies, including, without limitation, self-help
repossession, the Secured Party shall be entitled to exercise any and all such
remedies to the fullest extent permitted by applicable law.





The
Debtor hereby agrees that at least ten (10) days’ notice to the Debtor of the
time and place of any public sale or the time after which any private sale is to
be made shall constitute reasonable notification.  The Secured Party
shall not be obligated to make any sale of Collateral regardless of notice of
sale having been given.  The Secured Party may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.





Section
5.3  Executory
Process.  Solely for purposes of executory process (and for no
other purpose whatsoever) under applicable Louisiana law, the Debtor hereby
acknowledges the Obligations, CONFESSES JUDGMENT thereon and consents that
judgment be rendered and signed, whether during the court’s term or during
vacation, in favor of the Secured Party for the full amount of the Obligations,
including, but not limited to, the Notes and any other Obligations, in
principal, interest and attorneys’ fees, together with all charges and expenses
whatsoever pursuant to this Agreement and any other Loan
Document.  Upon the occurrence of an Event of Default, and in addition
to all of its rights, powers and remedies under this Agreement, the other Loan
Documents and applicable law, the Secured Party may, at its option, cause all or
any part of the Collateral to be seized and sold under executory process, or
under writ of fieri
facias issued in execution of an ordinary judgment obtained upon the
Obligations, without appraisement to the highest bidder, for cash or under such
terms as the Secured Party deems acceptable.  The Debtor hereby waives
all and every appraisement of the Collateral and waives and renounces the
benefit of appraisement and the benefit of all laws relative to the appraisement
of the Collateral seized and sold under executory or other legal
process.  The Debtor agrees to waive and does hereby specifically
waive:


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(a)         the
benefit of appraisement provided for in Articles 2332, 2336, 2723, and 2724,
Louisiana Code of Civil Procedure, and all other laws conferring such
benefits;





(b)         the
demand and three (3) days delay accorded by Articles 2639 and 2721, Louisiana
Code of Civil Procedure;





(c)         the
notice of seizure required by Articles 2293 and 2721, Louisiana Code of Civil
Procedure;





(d)         the
three (3) days delay provided by Articles 2331 and 2722, Louisiana Code of Civil
Procedure;





(e)         the
benefit of the other provisions of Articles 2331, 2722, and 2723, Louisiana Code
of Civil Procedure;





(f)          the
benefit of the provisions of any other articles of the Louisiana Code of Civil
Procedure not specifically mentioned above; and





(g)         all
pleas of division and discussion with respect to the Obligations.





Pursuant
to the authority contained in Louisiana Revised Statutes 9:5136 through
9:5140.2, the Debtor and the Secured Party do hereby expressly designate the
Secured Party or its designee to be keeper or receiver (“Keeper”) for the
benefit of the Secured Party or any assignee of the Secured Party, such
designation to take effect immediately upon any seizure of any of the Collateral
under writ of executory process or under writ of sequestration or fieri facias as an incident
to an action brought by the Secured Party.  The Debtor shall reimburse
the Secured Party for the Keeper’s reasonable fees, and the Keeper’s reasonable
fees shall be secured by the security interest in the Collateral granted in this
Agreement.





Section
5.4  Application of
Proceeds.  If any Event of Default shall have occurred and be
continuing, the Secured Party may in its discretion apply any cash held by the
Secured Party as Collateral, and any cash proceeds received by the Secured Party
in respect of any sale of, collection from or other realization upon all or any
part of the Collateral, to payment of the Obligations or otherwise, in the
manner permitted by the Code.





Section
5.5  Deficiency.  In
the event that the proceeds of any sale, collection or realization of or upon
Collateral by the Secured Party are insufficient to pay all of the Obligations
and any other amounts to which the Secured Party is legally entitled, the Debtor
shall be liable for the deficiency, together with interest thereon at such rate
as shall be fixed by applicable law, together with the costs of collection and
the reasonable fees of any attorneys employed by the Secured Party to collect
such deficiency.


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Section
5.6  Indemnity and
Expenses.  In addition to, and not in qualification of, any
similar obligations under any other Loan Documents:





(a)         The
Debtor agrees to indemnify the Secured Party from and against any and all
claims, losses and liabilities growing out of or resulting from this Agreement
(including, without limitation, reasonable attorneys’ fees and court costs
incurred in enforcement of this Agreement), except to the extent such claims,
losses or liabilities result from the Secured Party’s gross negligence or
willful misconduct and such indemnification excluding liability for punitive,
consequential or similar losses of the Secured Party; and





(b)         The
Debtor will upon demand pay to the Secured Party the reasonable amount of any
and all costs and expenses, including the reasonable fees and disbursements of
the Secured Party’s counsel and of any experts and agents, that the Secured
Party may incur in connection with (i) the administration of this Agreement,
(ii) the custody, preservation, use or operation of, or the sale or lease of,
collection from or other realization upon, any Collateral, (iii) the
exercise or enforcement of any of the rights of the Secured Party hereunder or
(iv) the failure by the Debtor to perform or observe any of the provisions
hereof, except costs and expenses resulting from the Secured Party’s gross
negligence or willful misconduct.





Section
5.7  Nonjudicial
Remedies.  In granting to the Secured Party the power to
enforce its rights hereunder without prior judicial process or judicial hearing,
the Debtor, to the extent permitted by the laws of the jurisdiction in which the
Collateral or any part thereof is located, including, without limitation, the
State of Louisiana,hereby expressly waives,
renounces and knowingly relinquishes any legal right that might otherwise
require the Secured Party to enforce its rights by judicial process and
authorizes the Secured Party to exercise lawful self-help remedies to obtain
possession of any or all of the Collateral.  In so providing for
nonjudicial remedies, the Debtor recognizes and hereby agrees that such remedies
are consistent with the usage of trade, are responsive to commercial necessity
and are the result of a bargain at arm’s length.  Nothing herein is
intended to prevent the Secured Party or the Debtor from resorting to judicial
process at such party’s option.





Section
5.8  Other
Recourse.  The Debtor hereby waives any right to require the
Secured Party to proceed against any other Person, exhaust any Collateral or
other security for the Obligations or have any Other Liable Party joined with
the Debtor in any suit arising out of the Obligations or this Agreement or
pursue any other remedy in the Secured Party’s power.  The Debtor
hereby further waives any and all notice of acceptance of this Agreement and of
the creation, modification, rearrangement, renewal or extension for any period
of any of the Obligations of any Other Liable Party from time to
time.  The Debtor hereby further waives any defense arising by reason
of any disability or other defense of any Other Liable Party or by reason of the
cessation from any cause whatsoever of the liability of any Other Liable Party.
The Debtor hereby authorizes the Secured Party, without notice or demand,
without any reservation of rights against the Debtor and without affecting the
Debtor’s liability hereunder or on the Obligations, from time to time to (a)
take or hold any other property of any type from any other Person as security
for the Obligations and exchange, enforce, waive and release any or all of such
other property, (b) subject to the requirements of applicable law, apply the
Collateral or such other property and direct the order or manner of sale thereof
as the Secured Party may in its discretion determine, (c) renew, extend for any
period, accelerate, modify, compromise, settle or release any of the obligations
of any Other Liable Party in respect to any or all of the Obligations or other
security for the Obligations, (d) waive, enforce, modify, amend or supplement
any of the provisions of any Loan Document with any Person other than the Debtor
and (e) release or substitute any Other Liable Party.


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ARTICLE
6


MISCELLANEOUS





Section
6.1  Notices.  All
notices required or permitted to be sent hereunder or under any document
executed in connection herewith shall be made in the manner and to the addresses
for the Debtor and the Secured Party provided in the Loan
Agreement.





Section
6.2  Amendments.  No
amendment of any provision of this Agreement shall be effective unless it is in
writing and signed by the Debtor and the Secured Party, and no waiver of any
provision of this Agreement, and no consent to any departure by the Debtor
therefrom, shall be effective unless it is in writing and signed by the Secured
Party, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given and to the extent
specified in such writing.





Section
6.3  Preservation of
Rights.  No failure on the part of the Secured Party to
exercise, and no delay in exercising, any right hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right.  Neither the execution nor the delivery
of this Agreement shall in any manner impair or affect any other security for
the Obligations.  The rights and remedies of the Secured Party
provided herein and in the other Loan Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by
law.  The rights of the Secured Party under any Loan Document against
any party thereto are not conditional or contingent on any attempt by the
Secured Party to exercise any of its other rights under any Loan Document
against such party or against any other Person.





Section
6.4  Unenforceability.  Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or invalidity without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.





Section
6.5  Survival of
Agreements.  All representations and warranties of the Debtor
herein, and all covenants and agreements herein, shall survive the execution and
delivery of this Agreement and any other Loan Documents.


15





Section
6.6  Other
Liable Party.  Neither this Agreement nor the exercise by the
Secured Party of, or the failure of the Secured Party to exercise, any right,
power or remedy conferred herein or by law shall be construed as relieving any
Other Liable Party from liability on the Obligations or any deficiency
thereon.  This Agreement shall continue irrespective of the fact that
the liability of any Other Liable Party may have ceased and irrespective of the
validity or enforceability of any other Loan Document to which the Debtor or any
Other Liable Party may be a party and notwithstanding the reorganization, death,
incapacity or bankruptcy of any Other Liable Party.





Section
6.7  Binding
Effect and Assignment.  This Agreement creates a continuing
security interest in the Collateral and (a) shall be binding on the Debtor
and its successors and permitted assigns and (b) shall inure, together with all
rights and remedies of the Secured Party hereunder, to the benefit of the
Secured Party and its successors, transferees and assigns.  Without
limiting the generality of the foregoing, the Secured Party may pledge, assign
or otherwise transfer any or all of its rights under this Agreement or any other
Loan Document to any other Person, and such other Person shall thereupon become
vested with all of the benefits in respect thereof granted herein or
otherwise.  None of the rights or duties of the Debtor hereunder may
be assigned or otherwise transferred without the prior written consent of the
Secured Party.





Section
6.8  Termination.  Upon
the satisfaction in full of the Obligations and upon written request for the
termination hereof delivered by the Debtors to the Secured Party, this Agreement
and the security interest created hereby shall terminate and all rights to the
Collateral shall revert to the Debtor.  The Secured Party will, upon
the Debtor’s request and at the Debtor’s expense, (a) return to the Debtor such
of the Collateral as shall not have been sold or otherwise disposed of or
applied pursuant to the terms hereof and (b) execute and deliver to the Debtor
such documents as the Debtor shall reasonably request to evidence such
termination.





Section
6.9  Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana applicable to contracts made
and to be performed entirely within such state, except as required by mandatory
provisions of law and except to the extent that the perfection and the effect of
perfection or nonperfection of the security interest created hereby in respect
of any particular collateral are governed by the laws of a jurisdiction other
than the State of Louisiana.





Section
6.10  Counterparts.  This
Agreement may be separately executed in any number of counterparts, all of which
when so executed shall be deemed to constitute one and the same
Agreement.


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IN
WITNESS WHEREOF, the Debtor and the Secured Party have caused this Agreement to
be executed and delivered by their respective representatives duly authorized
hereunto, as of the date first above written.





DEBTOR:





Onstream
      Media CorporationBy:
              /s/ Randy S. Selman /
CEORandy SelmanSECURED
      PARTY:Thermo
      Credit, LLCBy:
              /s/ Seth BlockName:  Jack
      V. Eumont, Jr. or Seth BlockTitle:   
      Executive Vice President


17