Exhibit 4.5

                               SECURITY AGREEMENT

      THIS  SECURITY  AGREEMENT  (the  "Agreement"),  is  entered  into and made
effective  as of  January 7, 2003,  by and  between  BIB  HOLDINGS,  LTD.,  (the
"Company"),  and the  BUYER(S)  listed on Schedule I attached to the  Securities
Purchase Agreement dated the date hereof (the "Secured Party").

      WHEREAS,  the  Company  shall  issue  and sell to the  Secured  Party,  as
provided in the Securities  Purchase  Agreement  dated the date hereof,  and the
Secured  Party shall  purchase up to One  Million Two Hundred  Thousand  Dollars
($1,200,000)   of  five  percent  (5%)  secured   convertible   debentures  (the
"Convertible  Debentures"),  which  shall  be  convertible  into  shares  of the
Company's common stock, par value $.001 (the "Common Stock") (as converted,  the
"Conversion  Shares"),  for a total  purchase  price  of up to One  Million  Two
Hundred  Thousand  Dollars  ($1,200,000),  in the  respective  amounts set forth
opposite each Buyer(s)  name on Schedule I attached to the  Securities  Purchase
Agreement;

      WHEREAS,  to  induce  the  Secured  Party  to enter  into the  transaction
contemplated  by the  Securities  Purchase  Agreement,  the Secured  Convertible
Debenture,  the Investor Registration Rights Agreement, the Irrevocable Transfer
Agent Instructions,  and the Escrow Agreement  (collectively  referred to as the
"Transaction  Documents"),  the Company  hereby  grants to the  Secured  Party a
security  interest  in and to the  pledged  property  identified  on Exhibit "A"
hereto   (collectively   referred  to  as  the  "Pledged  Property")  until  the
satisfaction of the Obligations, as defined herein below.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
herein contained,  and for other good and valuable  consideration,  the adequacy
and receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS

      Section 1.1. Recitals.

      The above recitals are true and correct and are  incorporated  herein,  in
their entirety, by this reference.

      Section  1.2.  Interpretations.  Nothing  herein  expressed  or implied is
intended or shall be  construed to confer upon any person other than the Secured
Party any right, remedy or claim under or by reason hereof.

      Section 1.3.  Obligations  Secured. The obligations secured hereby are any
and all obligations of the Company to the Secured Party, whether oral or written
and  whether  arising  before,  on or after the date hereof  including,  without


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limitation,  those  obligations  of the Company to the  Secured  Party under the
Securities Purchase Agreement,  the Pledge Agreement,  the Mortgage, the Secured
Convertible   Debenture,   the  Investor   Registration   Rights  Agreement  and
Irrevocable  Transfer  Agent  Instructions,  in the  principal  amounts  thereof
outstanding from time to time, and any other amounts payable by or chargeable to
the Company thereunder or hereunder (collectively, the "Obligations).

                                   ARTICLE 2.

              PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL AND
                        TERMINATION OF SECURITY INTEREST

      Section 2.1. Pledged Property.

            (a) Company hereby pledges to the Secured Party,  and creates in the
Secured  Party for its  benefit,  a  security  interest  for such time until the
Obligations  are paid in full,  in and to all of the  property of the Company as
set forth in Exhibit "A" attached hereto (collectively, the "Pledged Property"):

      The Pledged Property, as set forth in Exhibit "A" attached hereto, and the
products thereof and the proceeds of all such items are hereinafter collectively
referred to as the "Pledged Collateral."

            (b)   Simultaneously   with  the  execution  and  delivery  of  this
Agreement,  the  Company  shall make,  execute,  acknowledge,  file,  record and
deliver to the Secured Party any documents  reasonably  requested by the Secured
Party to perfect its security interest in the Pledged  Property.  Simultaneously
with the  execution  and  delivery of this  Agreement,  the Company  shall make,
execute,  acknowledge  and  deliver  to the  Secured  Party such  documents  and
instruments, including, without limitation, financing statements,  certificates,
affidavits  and forms as may, in the Secured  Party's  reasonable  judgment,  be
necessary to effectuate,  complete or perfect, or to continue and preserve,  the
security interest of the Secured Party in the Pledged Property,  and the Secured
Party shall hold such documents and instruments as secured party, subject to the
terms and conditions contained herein.

      Section 2.2 Rights; Interests; Etc.

            (a) So long as no Event of Default (as  hereinafter  defined)  shall
have occurred and be continuing:

                  (i) the Company  shall be  entitled  to  exercise  any and all
rights  pertaining  to the Pledged  Property or any part thereof for any purpose
not inconsistent with the terms hereof; and

                  (ii) the  Company  shall be entitled to receive and retain any
and all payments paid or made in respect of the Pledged Property.



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            (b) Upon the  occurrence  and during the  continuance of an Event of
Default:

                  (iii) All rights of the Company to exercise  the rights  which
it would otherwise be entitled to exercise  pursuant to Section 2.2(a)(i) hereof
and to receive  payments  which it would  otherwise be authorized to receive and
retain pursuant to Section  2.2(a)(ii)  hereof shall be suspended,  and all such
rights shall  thereupon  become vested in the Secured Party who shall  thereupon
have the sole right to  exercise  such rights and to receive and hold as Pledged
Collateral  such payments;  provided,  however,  that if the Secured Party shall
become  entitled and shall elect to exercise its right to realize on the Pledged
Collateral  pursuant  to Article 5 hereof,  then all cash sums  received  by the
Secured Party,  or held by Company for the benefit of the Secured Party and paid
over  pursuant  to  Section  2.2(b)(ii)  hereof,  shall be applied  against  any
outstanding Obligations; and

                  (iv) All interest,  dividends,  income and other  payments and
distributions  which are received by the Company  contrary to the  provisions of
Section  2.2(b)(i)  hereof  shall be  received  in trust for the  benefit of the
Secured Party,  shall be segregated from other property of the Company and shall
be forthwith paid over to the Secured Party; or

                  (iii)  The  Secured  Party  in its  sole  discretion  shall be
authorized to sell any or all of the Pledged  Property at public or private sale
in order to recoup all of the outstanding  principal plus accrued  interest owed
pursuant to the Convertible Debenture as described herein

            (c) Each of the  following  events shall  constitute a default under
this Agreement (each an "Event of Default"):

                  (i) any default,  whether in whole or in part,  shall occur in
the payment to the Secured Party of principal, interest or other item comprising
the  Obligations as and when due or with respect to any other debt or obligation
of the Company to a party other than the Secured Party;

                  (ii) any default,  whether in whole or in part, shall occur in
the due observance or performance of any obligations or other  covenants,  terms
or provisions to be performed under this Agreement or the Transaction Documents;

                  (iii) the Company shall: (1) make a general assignment for the
benefit  of its  creditors;  (2) apply for or consent  to the  appointment  of a
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator or similar
official  for  itself  or any of its  assets  and  properties;  (3)  commence  a
voluntary case for relief as a debtor under the United States  Bankruptcy  Code;
(4) file with or otherwise  submit to any  governmental  authority any petition,
answer or other document seeking:  (A)  reorganization,  (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of debtors,  dissolution or liquidation; (5) file or otherwise submit any answer
or other document admitting or failing to contest the material  allegations of a
petition  or other  document  filed or  otherwise  submitted  against  it in any
proceeding  under any such  applicable  law, or (6) be adjudicated a bankrupt or
insolvent by a court of competent jurisdiction; or


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                  (iv) any case,  proceeding  or other action shall be commenced
against  the  Company for the  purpose of  effecting,  or an order,  judgment or
decree shall be entered by any court of  competent  jurisdiction  approving  (in
whole or in part)  anything  specified  in Section  2.2(c)(iii)  hereof,  or any
receiver,  trustee,  assignee,  custodian,  sequestrator,  liquidator  or  other
official shall be appointed  with respect to the Company,  or shall be appointed
to take or shall otherwise acquire possession or control of all or a substantial
part of the assets and properties of the Company, and any of the foregoing shall
continue unstayed and in effect for any period of thirty (30) days.

                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE

      Section 3.1. Secured Party Appointed Attorney-In-Fact.

      Upon the occurrence of an Event of Default,  the Company  hereby  appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify account debtors and obligors on any Pledged Property or Pledged
Collateral to make payments directly to the Secured Party.

      Section 3.2. Secured Party May Perform.

      If the  Company  fails to perform  any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES

      Section 4.1. Authorization; Enforceability.

      Each of the parties  hereto  represents and warrants that it has taken all
action  necessary to authorize the execution,  delivery and  performance of this
Agreement  and the  transactions  contemplated  hereby;  and upon  execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the availability of equitable remedies.


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      Section 4.2. Ownership of Pledged Property.

      The Company  warrants and  represents  that it is the legal and beneficial
owner of the Pledged  Property  free and clear of any lien,  security  interest,
option  or  other  charge  or  encumbrance  except  for the  security  interests
identified  on  Exhibit  A hereto  and the  security  interest  created  by this
Agreement.

                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL

      Section 5.1. Default and Remedies.

            (a) If an Event of Default  described in Section  2.2(c)(i) and (ii)
occurs,  then in each such case the Secured Party may declare the Obligations to
be due and payable immediately,  by a notice in writing to the Company, and upon
any such declaration,  the Obligations shall become immediately due and payable.
If an Event of Default  described in Sections  2.2(c)(iii) or (iv) occurs and is
continuing  for the  period  set  forth  therein,  then  the  Obligations  shall
automatically  become  immediately due and payable without  declaration or other
act on the part of the Secured Party.

            (b) Upon the  occurrence  of an Event of Default,  the Secured Party
shall,: (i) be entitled to receive all distributions with respect to the Pledged
Collateral,  (ii) to cause the Pledged  Property to be transferred into the name
of the Secured Party or its nominee,  (iii) to dispose of the Pledged  Property,
and (iv) to realize upon any and all rights in the Pledged Property then held by
the Secured Party.

      Section  5.2.  Method  of  Realizing  Upon the  Pledged  Property  : Other
Remedies.

      Upon the occurrence of an Event of Default,  in addition to any rights and
remedies  available at law or in equity,  the following  provisions shall govern
the Secured Party's right to realize upon the Pledged Property:

            (a) Any item of the Pledged  Property  may be sold for cash or other
value in any number of lots at brokers board, public auction or private sale and
may be sold without  demand,  advertisement  or notice  (except that the Secured
Party shall give the Company ten (10) days' prior written notice of the time and
place  or of the  time  after  which  a  private  sale  may be made  (the  "Sale
Notice")),  which  notice  period  shall in any  event is  hereby  agreed  to be
commercially  reasonable.  At any  sale or sales of the  Pledged  Property,  the
Company may bid for and purchase  the whole or any part of the Pledged  Property
and, upon compliance with the terms of such sale, may hold,  exploit and dispose
of the same without  further  accountability  to the Secured Party.  The Company
will  execute  and  deliver,  or  cause  to  be  executed  and  delivered,  such
instruments,  documents,  assignments, waivers, certificates, and affidavits and
supply or cause to be supplied  such further  information  and take such further
action as the Secured Party reasonably shall require in connection with any such
sale.


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            (b) Any cash being held by the Secured  Party as Pledged  Collateral
and all cash  proceeds  received  by the  Secured  Party in respect of, sale of,
collection  from,  or other  realization  upon  all or any  part of the  Pledged
Collateral shall be applied as follows:

                  (i) to the payment of all  amounts  due the Secured  Party for
the expenses  reimbursable to it hereunder or owed to it pursuant to Section 8.3
hereof;

                  (ii) to the payment of the Obligations then due and unpaid.

                  (iii) the balance,  if any, to the person or persons  entitled
thereto, including, without limitation, the Company.

            (c) In addition to all of the rights and remedies  which the Secured
Party may have pursuant to this  Agreement,  the Secured Party shall have all of
the rights and remedies provided by law, including,  without  limitation,  those
under the Uniform Commercial Code.

                  (i) If the  Company  fails  to pay such  amounts  due upon the
occurrence  of an Event of Default which is  continuing,  then the Secured Party
may institute a judicial  proceeding  for the  collection of the sums so due and
unpaid,  may  prosecute  such  proceeding  to judgment  or final  decree and may
enforce the same against the Company and collect the monies  adjudged or decreed
to be payable in the manner  provided  by law out of the  property  of  Company,
wherever situated.

                  (ii)  The  Company  agrees  that it shall  be  liable  for any
reasonable fees,  expenses and costs incurred by the Secured Party in connection
with  enforcement,  collection and  preservation of the  Transaction  Documents,
including,  without  limitation,  reasonable  legal fees and expenses,  and such
amounts shall be deemed  included as  Obligations  secured hereby and payable as
set forth in Section 8.3 hereof.

      Section 5.3. Proofs of Claim.

      In case of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Company or the property of the Company or of
such other obligor or its creditors,  the Secured Party (irrespective of whether
the  Obligations  shall  then be due and  payable  as  therein  expressed  or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to the rights of Previous Security Holders, shall be entitled and empowered,  by
intervention in such proceeding or otherwise:

                  (i) to file and  prove a claim  for the  whole  amount  of the
Obligations  and to file such other  papers or  documents as may be necessary or
advisable in order to have the claims of the Secured Party  (including any claim
for the  reasonable  legal fees and expenses and other expenses paid or incurred
by the Secured  Party  permitted  hereunder  and of the Secured Party allowed in
such judicial proceeding), and

                  (ii) to  collect  and  receive  any  monies or other  property
payable or  deliverable  on any such claims and to distribute  the same; and any
custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator  or  other


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similar  official in any such judicial  proceeding  is hereby  authorized by the
Secured  Party to make such payments to the Secured Party and, in the event that
the Secured Party shall  consent to the making of such payments  directed to the
Secured  Party,  to pay to the Secured  Party any amounts  for  expenses  due it
hereunder.

      Section 5.4. Duties Regarding Pledged Collateral.

      The Secured Party shall have no duty as to the collection or protection of
the Pledged  Property  or any income  thereon or as to the  preservation  of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS

      The Company  covenants and agrees that, from the date hereof and until the
Obligations  have been fully paid and satisfied,  unless the Secured Party shall
consent otherwise in writing (as provided in Section 8.4 hereof):

      Section 6.1. Existence, Properties, Etc.

            (a) The  Company  shall  do,  or cause to be done,  all  things,  or
proceed with due  diligence  with any actions or courses of action,  that may be
reasonably necessary (i) to maintain Company's due organization, valid existence
and good  standing  under  the laws of its state of  incorporation,  and (ii) to
preserve  and keep in full  force and effect all  qualifications,  licenses  and
registrations in those  jurisdictions in which the failure to do so could have a
Material Adverse Effect (as defined below); and (b) the Company shall not do, or
cause to be done, any act impairing the Company's  corporate  power or authority
(i) to carry on the Company's business as now conducted,  and (ii) to execute or
deliver this Agreement or any other document  delivered in connection  herewith,
including,  without limitation,  any UCC-1 Financing  Statements required by the
Secured  Party  to  which  it is or  will  be a  party,  or  perform  any of its
obligations  hereunder or thereunder.  For purpose of this  Agreement,  the term
"Material  Adverse  Effect"  shall  mean any  material  and  adverse  affect  as
determined by Secured Party in its sole discretion,  whether  individually or in
the aggregate, upon (a) the Company's assets, business,  operations,  properties
or condition,  financial or otherwise; (b) the Company's ability to make payment
as and  when  due of all or any  part of the  Obligations;  or (c)  the  Pledged
Property.

      Section 6.2. Financial Statements and Reports.

      The Company shall furnish to the Secured Party such  financial data as the
Secured  Party may  reasonably  request.  Without  limiting the  foregoing,  the
Company  shall  furnish to the Secured  Party (or cause to be  furnished  to the
Secured Party) the following:

            (a) as soon as practicable  and in any event within one hundred five
(105) days after the end of each fiscal year of the Company,  the balance  sheet
of the Company as of the close of such fiscal  year,  the  statement of earnings
and retained  earnings of the Company as of the close of such fiscal  year,  and
statement of cash flows for the Company for such fiscal year,  all in reasonable


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detail,  prepared in accordance with generally  accepted  accounting  principles
consistently  applied,  certified  by the chief  executive  and chief  financial
officers  of the  Company  as  being  true  and  correct  and  accompanied  by a
certificate of the chief executive and chief financial  officers of the Company,
stating  that the Company  has kept,  observed,  performed  and  fulfilled  each
covenant,  term and condition of this Agreement during such fiscal year and that
no Event of Default hereunder has occurred and is continuing,  or if an Event of
Default has  occurred  and is  continuing,  specifying  the nature of same,  the
period of  existence  of same and the action  the  Company  proposes  to take in
connection therewith;

            (b) within  fifty (50) days from the end of each fiscal  quarter all
documents filed with the United States Securities and Exchange Commission; and

            (c)  promptly  upon  receipt  thereof,  copies  of all  accountants'
reports  and  accompanying   financial  reports  submitted  to  the  Company  by
independent  accountants  in  connection  with each  annual  examination  of the
Company.

      Section 6.3. Accounts and Reports.

      The Company shall  maintain a standard  system of accounting in accordance
with generally accepted accounting principles  consistently applied and provide,
at its sole expense, to the Secured Party the following:

            (b)  as  soon  as   available,   a  copy  of  any  notice  or  other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets
and properties,  received  respecting any of the  indebtedness of the Company in
excess of $15,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $15,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

            (c) within fifteen (15) days after the making of each  submission or
filing,  a copy of any report,  financial  statement,  notice or other document,
whether periodic or otherwise,  submitted to the shareholders of the Company, or
submitted to or filed by the Company with any governmental  authority  involving
or affecting (i) the Company that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part of the  Pledged  Collateral;  or (iv)  any of the
transactions contemplated in this Agreement.

      Section 6.4. Maintenance of Books and Records; Inspection.

      The Company shall  maintain its books,  accounts and records in accordance
with generally accepted accounting  principles  consistently applied, and permit
the Secured Party, its officers and employees and any  professionals  designated
by the  Secured  Party in  writing,  at any time to visit and inspect any of its
properties  (including but not limited to the collateral  security  described in
the Loan Instruments), corporate books and financial records, and to discuss its
accounts, affairs and finances with any employee, officer or director thereof.


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      Section 6.5. Maintenance and Insurance.

            (d) The Company shall maintain or cause to be maintained, at its own
expense,  all of its assets and  properties in good working order and condition,
making all necessary repairs thereto and renewals and replacements thereof.

            (e) The Company shall maintain or cause to be maintained, at its own
expense, insurance in form, substance and amounts (including deductibles), which
the Company deems reasonably  necessary to the Company's business,  (i) adequate
to insure all assets and properties of the Company,  which assets and properties
are of a  character  usually  insured by persons  engaged in the same or similar
business  against loss or damage  resulting from fire or other risks included in
an extended coverage policy; (ii) against public liability and other tort claims
that may be incurred by the Company;  (iii) as may be required by this Agreement
or applicable law and (iv) as may be reasonably  requested by Secured Party, all
with adequate, financially sound and reputable insurers.

      Section 6.6. Contracts and Other Collateral. The Company shall perform all
of its  obligations  under  or  with  respect  to each  instrument,  receivable,
contract  and other  intangible  included in the  Pledged  Property to which the
Company is now or  hereafter  will be party on a timely  basis and in the manner
therein required, including, without limitation, this Agreement.

      Section 6.7. Defense of Collateral, Etc.

      The Company shall defend and enforce its right,  title and interest in and
to any part of: (a) the Pledged  Property;  and (b) if not  included  within the
Pledged  Property , those assets and properties whose loss could have a Material
Adverse Effect,  the Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely  basis to the full extent  permitted by
applicable law.

      Section 6.8. Payment of Debts, Taxes, Etc.

      The Company shall pay, or cause to be paid,  all of its  indebtedness  and
other liabilities and perform, or cause to be performed,  all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged,  all taxes, assessments and other governmental charges
and levies  imposed upon it, upon any of its assets and  properties on or before
the last day on which the same may be paid without  penalty,  as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise) as and when due.

      Section 6.9. Taxes and Assessments; Tax Indemnity.

      The  Company  shall (a) file all tax  returns  and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental


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charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

      Section 6.10. Compliance with Law and Other Agreements.

      The Company shall  maintain its business  operations and property owned or
used in connection  therewith in  compliance  with (a) all  applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.

      Section 6.11. Notice of Default.

      The  Company  shall  give  written  notice  to the  Secured  Party  of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents or any other Loan  Instrument  or any other  agreement of
Company for the payment of money, promptly upon the occurrence thereof.

      Section 6.12. Notice of Litigation.

      The Company shall give notice, in writing, to the Secured Party of (a) any
actions,  suits or  proceedings  wherein  the  amount  at issue is in  excess of
$50,000,  instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute,  not resolved  within  fifteen (15)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

                                   ARTICLE 7.

                               NEGATIVE COVENANTS

         The Company  covenants and agrees that,  from the date hereof until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

      Section 7.1. Indebtedness.

      Other than the debt  financing  disclosed to the Secured Party in Schedule
4(m) of the  Securities  Purchase  Agreement,  the Company shall not directly or
indirectly permit,  create, incur, assume, permit to exist,  increase,  renew or


                                       10
<Page>

extend on or after  the date  hereof  any  indebtedness  on its part,  including
commitments,  contingencies and credit availabilities,  or apply for or offer or
agree to do any of the foregoing.

      Section 7.2. Liens and Encumbrances.

      Other than the debt financing  disclosed to the Secured Party, the Company
shall not directly or indirectly make, create,  incur, assume or permit to exist
any assignment,  transfer, pledge, mortgage,  security interest or other lien or
encumbrance of any nature in, to or against any part of the Pledged  Property or
of the Company's capital stock, or offer or agree to do so, or own or acquire or
agree to acquire any asset or property  of any  character  subject to any of the
foregoing  encumbrances  (including any conditional sale contract or other title
retention  agreement),  or assign, pledge or in any way transfer or encumber its
right to receive any income or other  distribution  or proceeds from any part of
the  Pledged  Property  or the  Company's  capital  stock;  or  enter  into  any
sale-leaseback  financing respecting any part of the Pledged Property as lessee,
or cause or assist the inception or continuation of any of the foregoing.

      Section 7.3. Articles, By-Laws, Mergers, Consolidations,  Acquisitions and
Sales.

      Without  the prior  express  written  consent of the  Secured  Party,  the
Company shall not: (a) Amend its Articles of Incorporation or By-Laws; (b) issue
or sell its stock, stock options,  bonds, notes or other corporate securities or
obligations;   (c)  be  a  party  to  any  merger,  consolidation  or  corporate
reorganization,  (d) purchase or otherwise  acquire all or substantially  all of
the assets or stock of, or any  partnership  or joint  venture  interest in, any
other  person,  firm or entity,  (e) sell,  transfer,  convey,  grant a security
interest in or lease all or any substantial  part of its assets,  nor (f) create
any subsidiaries nor convey any of its assets to any subsidiary.

      Section 7.4. Management, Ownership.

      Other than  dilution to Mark and Gail  Binder's  percentage  of  ownership
pursuant  to the  Securities  Purchase  Agreement  dated the date hereof and the
Standby Equity  Distribution  Agreement dated the date hereof, the Company shall
not  change its  ownership,  executive  staff or  management  without  the prior
written  consent  of the  Secured  Party.  The  ownership,  executive  staff and
management  of  the  Company  are  material   factors  in  the  Secured  Party's
willingness to institute and maintain a lending relationship with the Company.

      Section 7.5. Dividends, Etc.

      The Company  shall not declare or pay any dividend of any kind, in cash or
in property, on any class of its capital stock, nor purchase,  redeem, retire or
otherwise  acquire for value any shares of such stock, nor make any distribution
of any kind in respect thereof,  nor make any return of capital to shareholders,
nor make any payments in respect of any  pension,  profit  sharing,  retirement,
stock option,  stock bonus,  incentive  compensation  or similar plan (except as
required  or  permitted  hereunder),  without the prior  written  consent of the
Secured Party.


                                       11
<Page>

      Section 7.6. Guaranties; Loans.

      The  Company  shall not  guarantee  nor be liable in any  manner,  whether
directly or  indirectly,  or become  contingently  liable after the date of this
Agreement in connection  with the  obligations or  indebtedness of any person or
persons,  except  for  (i)  the  indebtedness  currently  secured  by the  liens
identified on the Pledged  Property  identified on Exhibit A hereto and (ii) the
endorsement  of  negotiable  instruments  payable to the  Company for deposit or
collection  in the ordinary  course of business.  The Company shall not make any
loan,  advance or  extension  of credit to any  person  other than in the normal
course of its business.

      Section 7.7. Debt.

      Other than the debt financing  disclosed to the Secured Party, the Company
shall not create,  incur, assume or suffer to exist any additional  indebtedness
of any  description  whatsoever  in an  aggregate  amount in  excess of  $25,000
(excluding any indebtedness of the Company to the Secured Party,  trade accounts
payable and accrued expenses incurred in the ordinary course of business and the
endorsement of negotiable  instruments payable to the Company,  respectively for
deposit or collection in the ordinary course of business).

      Section 7.8. Conduct of Business.

      The  Company  will  continue to engage,  in an  efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

      Section 7.9. Places of Business.

      The  location of the  Company's  chief place of business is 7409 Oak Grove
Avenue Las Vegas, Nevada 89117. The Company shall not change the location of its
chief  place of  business,  chief  executive  office  or any  place of  business
disclosed  to the  Secured  Party or move any of the Pledged  Property  from its
current  location  without thirty (30) days' prior written notice to the Secured
Party in each instance.

                                   ARTICLE 8.

                                  MISCELLANEOUS

      Section 8.1. Notices.

      All  notices or other  communications  required or  permitted  to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:


                                       12
<Page>

If to the Secured Party:           Cornell Capital Partners, LP
                                   101 Hudson Street-Suite 3606
                                   Jersey City, New Jersey 07302
                                   Attention:    Mark Angelo
                                                 Portfolio Manager
                                   Telephone:    (201) 986-8300
                                   Facsimile:    (201) 985-8266

With a copy to:                    Butler Gonzalez LLP
                                   1000 Stuyvesant Avenue - Suite 6
                                   Union, New Jersey  07083
                                   Attention:    David Gonzalez, Esq.
                                   Telephone:    (908) 810-8588
                                   Facsimile:    (908) 810-0973

And if to the Company:             BIB Holdings, Ltd.
                                   7409 Oak Grove Avenue
                                   Las Vegas, NV 89117
                                   Attention:    Mark Binder
                                   Telephone:    (702) 243-8809
                                   Facsimile:    (702) 243-2686

With a copy to:                    Sichenzia Ross Friedman Ference LLP
                                   1065 Avenue of the Americas
                                   New York, NY 10018
                                   Attention:    Gregory Sichenzia, Esq.
                                   Telephone:    (212) 981-6768

      Any party may  change  its  address  by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.

      Section 8.2. Severability.

      If any provision of this Agreement shall be held invalid or unenforceable,
such  invalidity  or  unenforceability  shall attach only to such  provision and
shall not in any  manner  affect or render  invalid or  unenforceable  any other
severable  provision of this Agreement,  and this Agreement shall be carried out
as if any such invalid or unenforceable provision were not contained herein.

      Section 8.3. Expenses.

      In the event of an Event of Default,  the Company  will pay to the Secured
Party the amount of any and all  reasonable  expenses,  including the reasonable
fees  and  expenses  of its  counsel,  which  the  Secured  Party  may  incur in
connection  with: (i) the custody or  preservation  of, or the sale,  collection


                                       13
<Page>

from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

      Section 8.4. Waivers, Amendments, Etc.

      The Secured  Party's  delay or failure at any time or times  hereafter  to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

      Section 8.5. Continuing Security Interest.

      This Agreement shall create a continuing  security interest in the Pledged
Property and shall: (i) remain in full force and effect until payment in full of
the  Obligations;  and (ii) be binding upon the Company and its  successors  and
heirs and (iii) inure to the benefit of the Secured Party and its successors and
assigns.  Upon the  payment  or  satisfaction  in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

      Section 8.6. Independent Representation.

      Each party hereto  acknowledges and agrees that it has received or has had
the opportunity to receive  independent legal counsel of its own choice and that
it has been sufficiently apprised of its rights and responsibilities with regard
to the substance of this Agreement.

      Section 8.7. Applicable Law: Jurisdiction.

      This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Nevada  without  regard to the  principles  of  conflict of
laws.  The parties  further agree that any action between them shall be heard in
Hudson County,  New Jersey,  and expressly consent to the jurisdiction and venue
of the  Superior  Court of New Jersey,  sitting in Hudson  County and the United
States  District  Court for the  District of New Jersey  sitting in Newark,  New
Jersey  for the  adjudication  of any civil  action  asserted  pursuant  to this
Paragraph.


                                       14
<Page>

      Section 8.8. Waiver of Jury Trial.

      AS A FURTHER INDUCEMENT FOR THE SECURED PARTY TO ENTER INTO THIS AGREEMENT
AND TO MAKE THE  FINANCIAL  ACCOMMODATIONS  TO THE COMPANY,  THE COMPANY  HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY WAY TO
THIS AGREEMENT AND/OR ANY AND ALL OTHER DOCUMENTS RELATED TO THIS TRANSACTION.

      Section 8.9. Entire Agreement.

      This  Agreement  constitutes  the entire  agreement  among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       15
<Page>

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.


                                   COMPANY:
                                   BIB HOLDINGS, LTD.

                                   By: /s/ Gail Binder
                                       ----------------------------
                                   Name:    Gail Binder
                                   Title:   Chief Executive Officer


                                   SECURED PARTY:
                                   CORNELL CAPITAL PARTNERS, LP

                                   By:      Yorkville Advisors, LLC
                                   Its:     General Partner


                                   By: /s/ Mark Angelo
                                       ----------------------------
                                   Name:    Mark Angelo
                                   Title:   Portfolio Manager

                                       16
<Page>


                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY

      For the purpose of securing prompt and complete payment and performance by
the  Company  of  all  of  the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:


            (a)  all  goods  of  the  Company,  including,  without  limitation,
machinery,  equipment, furniture,  furnishings,  fixtures, signs, lights, tools,
parts,  supplies  and  motor  vehicles  of every  kind and  description,  now or
hereafter owned by the Company or in which the Company may have or may hereafter
acquire any interest, and all replacements, additions, accessions, substitutions
and proceeds thereof,  arising from the sale or disposition  thereof,  and where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;

            (b) all  contract  rights and general  intangibles  of the  Company,
including, without limitation,  goodwill, trademarks, trade styles, trade names,
leasehold interests,  partnership or joint venture interests, patents and patent
applications,  copyrights,  deposit  accounts  whether  now  owned or  hereafter
created;

            (c) all documents, warehouse receipts, instruments and chattel paper
of the Company whether now owned or hereafter created;


            (d) (e) to the extent assignable,  all of the Company's rights under
all present and future authorizations,  permits,  licenses and franchises issued
or granted in connection with the operations of any of its facilities;


            (f)  all  products  and  proceeds  (including,  without  limitation,
insurance proceeds) from the above-described Pledged Property.


            The above mention  security  shall not apply to (i) inventory of the
Company,  including, but not limited to, all goods, wares,  merchandise,  parts,
supplies,  finished products,  other tangible personal property,  including such
inventory as is temporarily out of Company's custody or possession and including
any returns upon any accounts or other proceeds,  including  insurance proceeds,
resulting from the sale or disposition of any of the foregoing and (ii) accounts
and other  receivables,  instruments or other forms of obligations and rights to
payment of the Company (herein collectively referred to as "Accounts"), together
with the proceeds  thereof,  all goods represented by such Accounts and all such
goods that may be returned by the Company's  customers,  and all proceeds of any
insurance  thereon,  and all guarantees,  securities and liens which the Company
may hold for the payment of any such Accounts including, without limitation, all
rights of stoppage in transit,  replevin and reclamation and as an unpaid vendor
and/or  lienor,  all of which the Company  represents  and warrants will be bona
fide and existing  obligations of its respective  customers,  arising out of the
sale of goods by the Company in the ordinary course of business.


                                       A-1