**SECURITY
      AGREEMENT**




SECURITY
      AGREEMENT (this “ Agreement ”),
      dated
      as of March 21, 2006, by and among Clickable Enterprises, Inc., a Delaware
      corporation (“ Company ”),
      and
      the secured parties signatory hereto and their respective endorsees, transferees
      and assigns (collectively, the “ Secured
      Party ”).




WITNESSETH:




WHEREAS,
      pursuant to a Securities Purchase Agreement, dated as of March 21, 2006, between
      Company and the Secured Party (the “ Purchase
      Agreement ”),
      Company has agreed to issue to the Secured Party and the Secured Party has
      agreed to purchase from Company certain of Company’s 6% Secured Convertible
      Debentures, due one year from the date of issue (the “ Debentures ”),
      which
      are convertible into shares of Company’s Common Stock, par value $.001 per share
      (the “ Common
      Stock ”).
      In
      connection therewith, Company shall issue the Secured Party certain Common
      Stock
      purchase warrants dated as of the date hereof to purchase the number of shares
      of Common Stock indicated below each Secured Party’s name on the Purchase
      Agreement (the “ Warrants ”);
      and




WHEREAS,
      in order to induce the Secured Party to purchase the Debentures, Company has
      agreed to execute and deliver to the Secured Party this Agreement for the
      benefit of the Secured Party and to grant to it a first priority security
      interest in certain property of Company to secure the prompt payment,
      performance and discharge in full of all of Company’s obligations under the
      Debentures and exercise and discharge in full of Company’s obligations under the
      Warrants.




NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:




1.  Certain
      Definitions .
      As used
      in this Agreement, the following terms shall have the meanings set forth in
      this
      Section 1. Terms used but not otherwise defined in this Agreement that are
      defined in Article 9 of the UCC (such as “ general
      intangibles ”
and
      “ proceeds ”)
      shall
      have the respective meanings given such terms in Article 9 of the
      UCC.




(a)  “ Collateral ”
means
      the collateral in which the Secured Party is granted a security interest by
      this
      Agreement and which shall include the following, whether presently owned or
      existing or hereafter acquired or coming into existence, and all additions
      and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith:




(i)  All
      Goods
      of the Company, including, without limitations, all machinery, equipment,
      computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture,
      special and general tools, fixtures, test and quality control devices and other
      equipment of every kind and nature and wherever situated, together with all
      documents of title and documents representing the same, all additions and
      accessions thereto, replacements therefor, all parts therefor, and all
      substitutes for any of the foregoing and all other items used and useful in
      connection with the Company’s businesses and all improvements thereto
      (collectively, the “ Equipment ”);
      and







(ii)  All
      Inventory of the Company; and




(iii)  All
      of
      the Company’s contract rights and general intangibles, including, without
      limitation, all partnership interests, stock or other securities, licenses,
      distribution and other agreements, computer software development rights, leases,
      franchises, customer lists, quality control procedures, grants and rights,
      goodwill, trademarks, service marks, trade styles, trade names, patents, patent
      applications, copyrights, deposit accounts, and income tax refunds
      (collectively, the “ General
      Intangibles ”);
      and




(iv)  All
      Receivables of the Company including all insurance proceeds, and rights to
      refunds or indemnification whatsoever owing, together with all instruments,
      all
      documents of title representing any of the foregoing, all rights in any
      merchandising, goods, equipment, motor vehicles and trucks which any of the
      same
      may represent, and all right, title, security and guaranties with respect to
      each Receivable, including any right of stoppage in transit; and




(v)  All
      of
      the Company’s documents, instruments and chattel paper, files, records, books of
      account, business papers, computer programs and the products and proceeds of
      all
      of the foregoing Collateral set forth in clauses (i)-(iv) above;
      and




(vi)  All
      of
      the Company’s shares of stock of the subsidiaries of the Company, including,
      without limitation, all of the Company’s shares of stock of Clickable Oil,
      Inc.




(b)  “ Company ”
shall
      mean, collectively, Company and all of the subsidiaries of Company (including,
      without limitation, Clickable Oil, Inc.), a list of which is contained in Schedule
      A ,
      attached hereto.




(c)  “ Obligations ”
means
      all of the Company’s obligations under this Agreement and the Debentures, in
      each case, whether now or hereafter existing, voluntary or involuntary, direct
      or indirect, absolute or contingent, liquidated or unliquidated, whether or
      not
      jointly owed with others, and whether or not from time to time decreased or
      extinguished and later decreased, created or incurred, and all or any portion
      of
      such obligations or liabilities that are paid, to the extent all or any part
      of
      such payment is avoided or recovered directly or indirectly from the Secured
      Party as a preference, fraudulent transfer or otherwise as such obligations
      may
      be amended, supplemented, converted, extended or modified from time to
      time.




(d)  “ UCC ”
means
      the Uniform Commercial Code, as currently in effect in the State of New
      York.




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2.  Grant
      of Security Interest .
      As an
      inducement for the Secured Party to purchase the Debentures and to secure the
      complete and timely payment, performance and discharge in full, as the case
      may
      be, of all of the Obligations, the Company hereby, unconditionally and
      irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing
      security interest in, a continuing first lien upon, an unqualified right to
      possession and disposition of and a right of set-off against, in each case
      to
      the fullest extent permitted by law, all of the Company’s right, title and
      interest of whatsoever kind and nature (including, without limitation, all
      of
      Clickable Oil, Inc.’s rights) in and to the Collateral (the “ Security
      Interest ”).




3.  Representations,
      Warranties, Covenants and Agreements of the Company .
      The
      Company represents and warrants to, and covenants and agrees with, the Secured
      Party as follows:




(a)  The
      Company has the requisite corporate power and authority to enter into this
      Agreement and otherwise to carry out its obligations thereunder. The execution,
      delivery and performance by the Company of this Agreement and the filings
      contemplated therein have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company. This
      Agreement constitutes a legal, valid and binding obligation of the Company
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the enforcement of creditor’s rights generally.




(b)  The
      Company represents and warrants that it has no place of business or offices
      where its respective books of account and records are kept (other than
      temporarily at the offices of its attorneys or accountants) or places where
      Collateral is stored or located, except as set forth on Schedule
      A attached
      hereto;




(c)  The
      Company is the sole owner of the Collateral (except for non-exclusive licenses
      granted by the Company in the ordinary course of business), free and clear
      of
      any liens, security interests, encumbrances, rights or claims, other than as
      previously granted to secured party and their affiliates, and is fully
      authorized to grant the Security Interest in and to pledge the Collateral.
      There
      is not on file in any governmental or regulatory authority, agency or recording
      office an effective financing statement, security agreement, license or transfer
      or any notice of any of the foregoing (other than those that have been filed
      in
      favor of the Secured Party pursuant to this Agreement) covering or affecting
      any
      of the Collateral. So long as this Agreement shall be in effect, the Company
      shall not execute and shall not knowingly permit to be on file in any such
      office or agency any such financing statement or other document or instrument
      (except to the extent filed or recorded in favor of the Secured Party pursuant
      to the terms of this Agreement).




(d)  No
      part
      of the Collateral has been judged invalid or unenforceable. No written claim
      has
      been received that any Collateral or the Company’s use of any Collateral
      violates the rights of any third party. There has been no adverse decision
      to
      the Company’s claim of ownership rights in or exclusive rights to use the
      Collateral in any jurisdiction or to the Company’s right to keep and maintain
      such Collateral in full force and effect, and there is no proceeding involving
      said rights pending or, to the best knowledge of the Company, threatened before
      any court, judicial body, administrative or regulatory agency, arbitrator or
      other governmental authority.


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(e)  The
      Company shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and its Collateral at the
      locations set forth on Schedule
      A attached
      hereto and may not relocate such books of account and records or tangible
      Collateral unless it delivers to the Secured Party at least 30 days prior to
      such relocation (i) written notice of such relocation and the new location
      thereof (which must be within the United States) and (ii) evidence that
      appropriate financing statements and other necessary documents have been filed
      and recorded and other steps have been taken to perfect the Security Interest
      to
      create in favor of the Secured Party valid, perfected and continuing first
      priority liens in the Collateral.




(f)  This
      Agreement creates in favor of the Secured Party a valid security interest in
      the
      Collateral securing the payment and performance of the Obligations and, upon
      making the filings described in the immediately following sentence, a perfected
      first priority security interest in such Collateral. Except for the filing
      of
      financing statements on Form-1 under the UCC with the jurisdictions indicated
      on Schedule
      B ,
      attached hereto, no authorization or approval of or filing with or notice to
      any
      governmental authority or regulatory body is required either (i) for the grant
      by the Company of, or the effectiveness of, the Security Interest granted hereby
      or for the execution, delivery and performance of this Agreement by the Company
      or (ii) for the perfection of or exercise by the Secured Party of its rights
      and
      remedies hereunder.




(g)  On
      the
      date of execution of this Agreement, the Company will deliver to the Secured
      Party one or more executed UCC financing statements on Form-1 with respect
      to
      the Security Interest for filing with the jurisdictions indicated on Schedule
      B ,
      attached hereto and in such other jurisdictions as may be requested by the
      Secured Party.




(h)  The
      execution, delivery and performance of this Agreement does not conflict with
      or
      cause a breach or default, or an event that with or without the passage of
      time
      or notice, shall constitute a breach or default, under any agreement to which
      the Company is a party or by which the Company is bound. No consent (including,
      without limitation, from stock holders or creditors of the Company) is required
      for the Company to enter into and perform its obligations
      hereunder.




(i)  The
      Company shall at all times maintain the liens and Security Interest provided
      for
      hereunder as valid and perfected first priority liens and security interests
      in
      the Collateral in favor of the Secured Party until this Agreement and the
      Security Interest hereunder shall terminate pursuant to Section 11. The Company
      hereby agrees to defend the same against any and all persons. The Company shall
      safeguard and protect all Collateral for the account of the Secured Party.
      At
      the request of the Secured Party, the Company will sign and deliver to the
      Secured Party at any time or from time to time one or more financing statements
      pursuant to the UCC (or any other applicable statute) in form reasonably
      satisfactory to the Secured Party and will pay the cost of filing the same
      in
      all public offices wherever filing is, or is deemed by the Secured Party to
      be,
      necessary or desirable to effect the rights and obligations provided for herein.
      Without limiting the generality of the foregoing, the Company shall pay all
      fees, taxes and other amounts necessary to maintain the Collateral and the
      Security Interest hereunder, and the Company shall obtain and furnish to the
      Secured Party from time to time, upon demand, such releases and/or
      subordinations of claims and liens which may be required to maintain the
      priority of the Security Interest hereunder.


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(j)  The
      Company will not transfer, pledge, hypothecate, encumber, license (except for
      non-exclusive licenses granted by the Company in the ordinary course of
      business), sell or otherwise dispose of any of the Collateral without the prior
      written consent of the Secured Party.




(k)  The
      Company shall keep and preserve its Equipment, Inventory and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.




(l)  The
      Company shall, within ten (10) days of obtaining knowledge thereof, advise
      the
      Secured Party promptly, in sufficient detail, of any substantial change in
      the
      Collateral, and of the occurrence of any event which would have a material
      adverse effect on the value of the Collateral or on the Secured Party’s security
      interest therein.




(m)  The
      Company shall promptly execute and deliver to the Secured Party such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Party may from time to time request and may in its sole
      discretion deem necessary to perfect, protect or enforce its security interest
      in the Collateral including, without limitation, the execution and delivery
      of a
      separate security agreement with respect to the Company’s intellectual property
      (“ Intellectual
      Property Security Agreement ”)
      in
      which the Secured Party has been granted a security interest hereunder,
      substantially in a form acceptable to the Secured Party, which Intellectual
      Property Security Agreement, other than as stated therein, shall be subject
      to
      all of the terms and conditions hereof.




(n)  The
      Company shall permit the Secured Party and its representatives and agents to
      inspect the Collateral at any time, and to make copies of records pertaining
      to
      the Collateral as may be requested by the Secured Party from time to
      time.




(o)  The
      Company will take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.




(p)  The
      Company shall promptly notify the Secured Party in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by the
      Company that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Party hereunder.




(q)  All
      information heretofore, herein or hereafter supplied to the Secured Party by
      or
      on behalf of the Company with respect to the Collateral is accurate and complete
      in all material respects as of the date furnished.


5




(r)  Schedule
      A attached
      hereto contains a list of all of the subsidiaries of Company.




4.  Defaults .
      The
      following events shall be “ Events
      of Default ”:




(a)  The
      occurrence of an Event of Default (as defined in the Debentures) under the
      Debentures;




(b)  Any
      representation or warranty of the Company in this Agreement or in the
      Intellectual Property Security Agreement shall prove to have been incorrect
      in
      any material respect when made;




(c)  The
      failure by the Company to observe or perform any of its obligations hereunder
      or
      in the Intellectual Property Security Agreement for ten (10) days after receipt
      by the Company of notice of such failure from the Secured Party;
      and




(d)  Any
      breach of, or default under, the Warrants.




5.  Duty
      To Hold In Trust .
      Upon
      the occurrence of any Event of Default and at any time thereafter, the Company
      shall, upon receipt by it of any revenue, income or other sums subject to the
      Security Interest, whether payable pursuant to the Debentures or otherwise,
      or
      of any check, draft, note, trade acceptance or other instrument evidencing
      an
      obligation to pay any such sum, hold the same in trust for the Secured Party
      and
      shall forthwith endorse and transfer any such sums or instruments, or both,
      to
      the Secured Party for application to the satisfaction of the
      Obligations.




6.  Rights
      and Remedies Upon Default .
      Upon
      occurrence of any Event of Default and at any time thereafter, the Secured
      Party
      shall have the right to exercise all of the remedies conferred hereunder and
      under the Debentures, and the Secured Party shall have all the rights and
      remedies of a secured party under the UCC and/or any other applicable law
      (including the Uniform Commercial Code of any jurisdiction in which any
      Collateral is then located). Without limitation, the Secured Party shall have
      the following rights and powers:




(a)  The
      Secured Party shall have the right to take possession of the Collateral and,
      for
      that purpose, enter, with the aid and assistance of any person, any premises
      where the Collateral, or any part thereof, is or may be placed and remove the
      same, and the Company shall assemble the Collateral and make it available to
      the
      Secured Party at places which the Secured Party shall reasonably select, whether
      at the Company’s premises or elsewhere, and make available to the Secured Party,
      without rent, all of the Company’s respective premises and facilities for the
      purpose of the Secured Party taking possession of, removing or putting the
      Collateral in saleable or disposable form.




(b)  The
      Secured Party shall have the right to operate the business of the Company using
      the Collateral and shall have the right to assign, sell, lease or otherwise
      dispose of and deliver all or any part of the Collateral, at public or private
      sale or otherwise, either with or without special conditions or stipulations,
      for cash or on credit or for future delivery, in such parcel or parcels and
      at
      such time or times and at such place or places, and upon such terms and
      conditions as the Secured Party may deem commercially reasonable, all without
      (except as shall be required by applicable statute and cannot be waived)
      advertisement or demand upon or notice to the Company or right of redemption
      of
      the Company, which are hereby expressly waived. Upon each such sale, lease,
      assignment or other transfer of Collateral, the Secured Party may, unless
      prohibited by applicable law which cannot be waived, purchase all or any part
      of
      the Collateral being sold, free from and discharged of all trusts, claims,
      right
      of redemption and equities of the Company, which are hereby waived and
      released.




6




7.  Applications
      of Proceeds .
      The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder shall be applied first, to the expenses of retaking, holding, storing,
      processing and preparing for sale, selling, and the like (including, without
      limitation, any taxes, fees and other costs incurred in connection therewith)
      of
      the Collateral, to the reasonable attorneys’ fees and expenses incurred by the
      Secured Party in enforcing its rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations, and to the payment of any other amounts required by applicable
      law, after which the Secured Party shall pay to the Company any surplus
      proceeds. If, upon the sale, license or other disposition of the Collateral,
      the
      proceeds thereof are insufficient to pay all amounts to which the Secured Party
      is legally entitled, the Company will be liable for the deficiency, together
      with interest thereon, at the rate of 15% per annum (the “ Default
      Rate ”),
      and
      the reasonable fees of any attorneys employed by the Secured Party to collect
      such deficiency. To the extent permitted by applicable law, the Company waives
      all claims, damages and demands against the Secured Party arising out of the
      repossession, removal, retention or sale of the Collateral, unless due to the
      gross negligence or willful misconduct of the Secured Party.




8.  Costs
      and Expenses. The
      Company agrees to pay all out-of-pocket fees, costs and expenses incurred in
      connection with any filing required hereunder, including without limitation,
      any
      financing statements, continuation statements, partial releases and/or
      termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Party. The Company shall also pay all other
      claims and charges which in the reasonable opinion of the Secured Party might
      prejudice, imperil or otherwise affect the Collateral or the Security Interest
      therein. The Company will also, upon demand, pay to the Secured Party the amount
      of any and all reasonable expenses, including the reasonable fees and expenses
      of its counsel and of any experts and agents, which the Secured Party may incur
      in connection with (i) the enforcement of this Agreement, (ii) the custody
      or
      preservation of, or the sale of, collection from, or other realization upon,
      any
      of the Collateral, or (iii) the exercise or enforcement of any of the rights
      of
      the Secured Party under the Debentures. Until so paid, any fees payable
      hereunder shall be added to the principal amount of the Debentures and shall
      bear interest at the Default Rate.




9.  Responsibility
      for Collateral .
      The
      Company assumes all liabilities and responsibility in connection with all
      Collateral, and the obligations of the Company hereunder or under the Debentures
      and the Warrants shall in no way be affected or diminished by reason of the
      loss, destruction, damage or theft of any of the Collateral or its
      unavailability for any reason.




10.  Security
      Interest Absolute .
      All
      rights of the Secured Party and all Obligations of the Company hereunder, shall
      be absolute and unconditional, irrespective of: (a) any lack of validity or
      enforceability of this Agreement, the Debentures, the Warrants or any agreement
      entered into in connection with the foregoing, or any portion hereof or thereof;
      (b) any change in the time, manner or place of payment or performance of, or
      in
      any other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Debentures, the Warrants
      or
      any other agreement entered into in connection with the foregoing; (c) any
      exchange, release or nonperfection of any of the Collateral, or any release
      or
      amendment or waiver of or consent to departure from any other collateral for,
      or
      any guaranty, or any other security, for all or any of the Obligations; (d)
      any
      action by the Secured Party to obtain, adjust, settle and cancel in its sole
      discretion any insurance claims or matters made or arising in connection with
      the Collateral; or (e) any other circumstance which might otherwise constitute
      any legal or equitable defense available to the Company, or a discharge of
      all
      or any part of the Security Interest granted hereby. Until the Obligations
      shall
      have been paid and performed in full, the rights of the Secured Party shall
      continue even if the Obligations are barred for any reason, including, without
      limitation, the running of the statute of limitations or bankruptcy. The Company
      expressly waives presentment, protest, notice of protest, demand, notice of
      nonpayment and demand for performance. In the event that at any time any
      transfer of any Collateral or any payment received by the Secured Party
      hereunder shall be deemed by final order of a court of competent jurisdiction
      to
      have been a voidable preference or fraudulent conveyance under the bankruptcy
      or
      insolvency laws of the United States, or shall be deemed to be otherwise due
      to
      any party other than the Secured Party, then, in any such event, the Company’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. The Company waives all
      right
      to require the Secured Party to proceed against any other person or to apply
      any
      Collateral which the Secured Party may hold at any time, or to marshal assets,
      or to pursue any other remedy. The Company waives any defense arising by reason
      of the application of the statute of limitations to any obligation secured
      hereby.


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11.  Term
      of Agreement .
      This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Debentures have been made in full and all other Obligations
      have been paid or discharged. Upon such termination, the Secured Party, at
      the
      request and at the expense of the Company, will join in executing any
      termination statement with respect to any financing statement executed and
      filed
      pursuant to this Agreement.




12.  Power
      of Attorney; Further Assurances .




(a)  The
      Company authorizes the Secured Party, and does hereby make, constitute and
      appoint it, and its respective officers, agents, successors or assigns with
      full
      power of substitution, as the Company’s true and lawful attorney-in-fact, with
      power, in its own name or in the name of the Company, to, after the occurrence
      and during the continuance of an Event of Default, (i) endorse any notes,
      checks, drafts, money orders, or other instruments of payment (including
      payments payable under or in respect of any policy of insurance) in respect
      of
      the Collateral that may come into possession of the Secured Party; (ii) to
      sign
      and endorse any UCC financing statement or any invoice, freight or express bill,
      bill of lading, storage or warehouse receipts, drafts against debtors,
      assignments, verifications and notices in connection with accounts, and other
      documents relating to the Collateral; (iii) to pay or discharge taxes, liens,
      security interests or other encumbrances at any time levied or placed on or
      threatened against the Collateral; (iv) to demand, collect, receipt for,
      compromise, settle and sue for monies due in respect of the Collateral; and
      (v)
      generally, to do, at the option of the Secured Party, and at the Company’s
      expense, at any time, or from time to time, all acts and things which the
      Secured Party deems necessary to protect, preserve and realize upon the
      Collateral and the Security Interest granted therein in order to effect the
      intent of this Agreement, the Debentures and the Warrants, all as fully and
      effectually as the Company might or could do; and the Company hereby ratifies
      all that said attorney shall lawfully do or cause to be done by virtue hereof.
      This power of attorney is coupled with an interest and shall be irrevocable
      for
      the term of this Agreement and thereafter as long as any of the Obligations
      shall be outstanding.


8




(b)  On
      a
      continuing basis, the Company will make, execute, acknowledge, deliver, file
      and
      record, as the case may be, in the proper filing and recording places in any
      jurisdiction, including, without limitation, the jurisdictions indicated on Schedule
      B ,
      attached hereto, all such instruments, and take all such action as may
      reasonably be deemed necessary or advisable, or as reasonably requested by
      the
      Secured Party, to perfect the Security Interest granted hereunder and otherwise
      to carry out the intent and purposes of this Agreement, or for assuring and
      confirming to the Secured Party the grant or perfection of a security interest
      in all the Collateral.




(c)  The
      Company hereby irrevocably appoints the Secured Party as the Company’s
      attorney-in-fact, with full authority in the place and stead of the Company
      and
      in the name of the Company, from time to time in the Secured Party’s discretion,
      to take any action and to execute any instrument which the Secured Party may
      deem necessary or advisable to accomplish the purposes of this Agreement,
      including the filing, in its sole discretion, of one or more financing or
      continuation statements and amendments thereto, relative to any of the
      Collateral without the signature of the Company where permitted by
      law.




13.  Notices .
      All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent
      by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
      nationally recognized overnight delivery service (receipt requested), the next
      business day or (iv) if mailed by first-class registered or certified mail,
      return receipt requested, postage prepaid, four days after posting in the U.S.
      mails, in each case if delivered to the following addresses:




If to the Company:
            Clickable Enterprises, Inc.
              711 South Columbus Avenue
              Mount
                Vernon, New York 10550
              Attention:
                President
              Telephone:
                (914) 699-5190
              E-mail:
                nick.cirillo@clickableoil.comWith copies to:
            Eckert
                Seamens Cherin & Mellott, LLC
              1515
                Market Street, 9thFloor
              Philadelphia,
                Pennsylvania 19102
              Attention:
                GaryA.
                Miller,
                Esq.
              Telephone:
                215-851-8472
              Facsimile:
                215-851-8383
              Email:
                gmiller@eckertseamens.com


9




If
                to the Secured Party:
            AJW
                Partners, LLC
                AJW
                  Offshore, Ltd.
                AJW
                  Qualified Partners, LLC
                1044
                  Northern Boulevard
                Suite
                  302
                Roslyn,
                  New York 11576
                Attention:
                  Corey Ribotsky
                Facsimile:
                  516-739-7115  With
                copies to:  Ballard
          Spahr Andrews & Ingersoll, LLP
 1735
          Market Street, 51 st Floor
 Philadelphia,
          Pennsylvania 19103
 Attention:
          Gerald J. Guarcini, Esq.
 Facsimile:
          215-864-8999


14.  Other
      Security .
      To the
      extent that the Obligations are now or hereafter secured by property other
      than
      the Collateral or by the guarantee, endorsement or property of any other person,
      firm, corporation or other entity, then the Secured Party shall have the right,
      in its sole discretion, to pursue, relinquish, subordinate, modify or take
      any
      other action with respect thereto, without in any way modifying or affecting
      any
      of the Secured Party’s rights and remedies hereunder.




15.  Miscellaneous .




(a)  No
      course
      of dealing between the Company and the Secured Party, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Party, any
      right, power or privilege hereunder or under the Debentures shall operate as
      a
      waiver thereof; nor shall any single or partial exercise of any right, power
      or
      privilege hereunder or thereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or privilege.




(b)  All
      of
      the rights and remedies of the Secured Party with respect to the Collateral,
      whether established hereby or by the Debentures or by any other agreements,
      instruments or documents or by law shall be cumulative and may be exercised
      singly or concurrently.




(c)  This
      Agreement constitutes the entire agreement of the parties with respect to the
      subject matter hereof and is intended to supersede all prior negotiations,
      understandings and agreements with respect thereto. Except as specifically
      set
      forth in this Agreement, no provision of this Agreement may be modified or
      amended except by a written agreement specifically referring to this Agreement
      and signed by the parties hereto.




(d)  In
      the
      event that any provision of this Agreement is held to be invalid, prohibited
      or
      unenforceable in any jurisdiction for any reason, unless such provision is
      narrowed by judicial construction, this Agreement shall, as to such
      jurisdiction, be construed as if such invalid, prohibited or unenforceable
      provision had been more narrowly drawn so as not to be invalid, prohibited
      or
      unenforceable. If, notwithstanding the foregoing, any provision of this
      Agreement is held to be invalid, prohibited or unenforceable in any
      jurisdiction, such provision, as to such jurisdiction, shall be ineffective
      to
      the extent of such invalidity, prohibition or unenforceability without
      invalidating the remaining portion of such provision or the other provisions
      of
      this Agreement and without affecting the validity or enforceability of such
      provision or the other provisions of this Agreement in any other
      jurisdiction.


10




(e)  No
      waiver
      of any breach or default or any right under this Agreement shall be considered
      valid unless in writing and signed by the party giving such waiver, and no
      such
      waiver shall be deemed a waiver of any subsequent breach or default or right,
      whether of the same or similar nature or otherwise.




(f)  This
      Agreement shall be binding upon and inure to the benefit of each party hereto
      and its successors and assigns.




(g)  Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.




(h)  This
      Agreement shall be construed in accordance with the laws of the State of New
      York, except to the extent the validity, perfection or enforcement of a security
      interest hereunder in respect of any particular Collateral which are governed
      by
      a jurisdiction other than the State of New York in which case such law shall
      govern. Each of the parties hereto irrevocably submit to the exclusive
      jurisdiction of any New York State or United States Federal court sitting in
      Manhattan county over any action or proceeding arising out of or relating to
      this Agreement, and the parties hereto hereby irrevocably agree that all claims
      in respect of such action or proceeding may be heard and determined in such
      New
      York State or Federal court. The parties hereto agree that a final judgment
      in
      any such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      The parties hereto further waive any objection to venue in the State of New
      York
      and any objection to an action or proceeding in the State of New York on the
      basis of forum non conveniens.




(i)  EACH
      PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRAIL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE
      OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
      BE
      FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT,
      INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
      AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
      THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
      BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN
      ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS
      WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
      REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
      FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
      A
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.


11




(j)  This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


12





IN
      WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
      be
      duly executed on the day and year first above written.




**CLICKABLE
                ENTERPRISES, INC.**By:Nicholas
                Cirillo
              President




**AJW
                PARTNERS, LLC**
                By:
                  SMS Group, LLCBy:Corey
                S. Ribotsky
              Manager




**AJW
                OFFSHORE, LTD.**
              By:
                First Street Manager II, LLCBy:Corey
                S. Ribotsky
              Manager  **AJW
                QUALIFIED PARTNERS, LLC**
              By:
                AJW Manager, LLCBy:Corey
                S. Ribotsky
              Manager




B-1


**INTELLECTUAL
        PROPERTY SECURITY AGREEMENT**
  INTELLECTUAL
        PROPERTY SECURITY AGREEMENT ( this
        “Agreement ” dated as
        of March 21, 2006, by and among Clickable Enterprises, Inc., a Delaware
        corporation (the “Company”), and the secured parties signatory hereto and their
        respective endorsees, transferees and assigns (collectively, the “Secured
        Party”).
  WITNESSETH
        :
  WHEREAS,
        pursuant to a Securities Purchase Agreement, dated as of March 21, 2006,
        between
        Company and the Secured Party (the “ Purchase
        Agreement ”),
        Company has agreed to issue to the Secured Party and the Secured Party has
        agreed to purchase from Company certain of Company’s 6% Secured Convertible
        Debentures, due three years from the date of issue (the “ Debentures ”),
        which
        are convertible into shares of Company’s Common Stock, par value $.001 per share
        (the “ Common
        Stock ”).
        In
        connection therewith, Company shall issue the Secured Party certain Common
        Stock
        purchase warrants dated as of the date hereof to purchase the number of shares
        of Common Stock indicated below each Secured Party’s name on the Purchase
        Agreement (the “ Warrants ”);
        and
  WHEREAS,
        in order to induce the Secured Party to purchase the Debentures, Company
        has
        agreed to execute and deliver to the Secured Party this Agreement for the
        benefit of the Secured Party and to grant to it a first priority security
        interest in certain Intellectual Property (defined below) of Company to secure
        the prompt payment, performance and discharge in full of all of Company’s
        obligations under the Debentures and exercise and discharge in full of Company’s
        obligations under the Warrants; and
  NOW,
        THEREFORE, in consideration of the agreements herein contained and for other
        good and valuable consideration, the receipt and sufficiency of which is
        hereby
        acknowledged, the parties hereto hereby agree as follows:
  1.  Defined
        Terms .
        Unless
        otherwise defined herein, terms which are defined in the Purchase Agreement
        and
        used herein are so used as so defined; and the following terms shall have
        the
        following meanings:
  “ Company ”
shall
        mean, collectively, Company and all of the subsidiaries of Company (including,
        without limitation, Clickable Oil, Inc.), a list of which is contained in Schedule
        A ,
        attached hereto.
  “ Copyrights ”
shall
        mean (a) all copyrights, registrations and applications for registration, issued or
        filed, including any reissues, extensions or renewals thereof, by or with
        the
        United States Copyright Office or any similar office or agency of the United
        States, any state thereof, or any other country or political subdivision
        thereof, or otherwise, including, all rights in and to the material constituting
        the subject matter thereof, including, without limitation, any referred to
        in Schedule
        B hereto,
        and (b) any rights in any material which is copyrightable or which is protected
        by common law, United States copyright laws or similar laws or any law of
        any
        State, including, without limitation, any thereof referred to in Schedule
        B hereto.
  
  “ Copyright
        License ”
shall
        mean any agreement, written or oral, providing for a grant by the Company
        of any
        right in any Copyright, including, without limitation, any thereof referred
        to
        in Schedule
        B hereto.
  “ Intellectual
        Property ”
shall
        means, collectively, the Software Intellectual Property, Copyrights, Copyright
        Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses and Trade
        Secrets.
  “ Obligations ”
means
        all of the Company’s obligations under this Agreement and the Debentures, in
        each case, whether now or hereafter existing, voluntary or involuntary, direct
        or indirect, absolute or contingent, liquidated or unliquidated, whether
        or not
        jointly owed with others, and whether or not from time to time decreased
        or
        extinguished and later decreased, created or incurred, and all or any portion
        of
        such obligations or liabilities that are paid, to the extent all or any part
        of
        such payment is avoided or recovered directly or indirectly from the Secured
        Party as a preference, fraudulent transfer or otherwise as such obligations
        may
        be amended, supplemented, converted, extended or modified from time to
        time.
  “ Patents ”
shall
        mean (a) all letters patent of the United States or any other country or
        any
        political subdivision thereof, and all reissues and extensions thereof,
        including, without limitation, any thereof referred to in Schedule
        B hereto,
        and (b) all applications for letters patent of the United States and all
        divisions, continuations and continuations-in-part thereof or any other country
        or any political subdivision, including, without limitation, any thereof
        referred to in Schedule
        B hereto.
  “ Patent
        License ”
shall
        mean all agreements, whether written or oral, providing for the grant by
        the
        Company of any right to manufacture, use or sell any invention covered by
        a
        Patent, including, without limitation, any thereof referred to in Schedule
        B hereto.
  “ Security
        Agreement ”
shall
        mean the Security Agreement, dated the date hereof between Company and the
        Secured Party.
  “ Software
        Intellectual Property ”
shall
        mean:
  (a)  all
        software programs (including all source code, object code and all related
        applications and data files), whether now owned, upgraded, enhanced, licensed
        or
        leased or hereafter acquired by the Company, above;
  (b)  all
        computers and electronic data processing hardware and firmware associated
        therewith;
  (c)  all
        documentation (including flow charts, logic diagrams, manuals, guides and
        specifications) with respect to such software, hardware and firmware described
        in the preceding clauses (a) and (b); and
  (d)  all
        rights with respect to all of the foregoing, including, without limitation,
        any
        and all upgrades, modifications, copyrights, licenses, options, warranties,
        service contracts, program services, test rights, maintenance rights, support
        rights, improvement rights, renewal rights and indemnifications and
        substitutions, replacements, additions, or model conversions of any of the
        foregoing.
  2
  “ Trademarks ”
shall
        mean (a) all trademarks, trade names, corporate names, company names, business
        names, fictitious business names, trade styles, service marks, logos and
        other
        source or business identifiers, and the goodwill associated therewith, now
        existing or hereafter adopted or acquired, all registrations and recordings
        thereof, and all applications in connection therewith, whether in the United
        States Patent and Trademark Office or in any similar office or agency of
        the
        United States, any state thereof or any other country or any political
        subdivision thereof, or otherwise, including, without limitation, any thereof
        referred to in Schedule
        B hereto,
        and (b) all reissues, extensions or renewals thereof.
  “ Trademark
        License ”
shall
        mean any agreement, written or oral, providing for the grant by the Company
        of
        any right to use any Trademark, including, without limitation, any thereof
        referred to in Schedule
        B hereto.
  “ Trade
        Secrets ”
shall
        mean common law and statutory trade secrets and all other confidential or
        proprietary or useful information and all know-how obtained by or used in
        or
        contemplated at any time for use in the business of the Company (all of the
        foregoing being collectively called a “ Trade
        Secret ”),
        whether or not such Trade Secret has been reduced to a writing or other tangible
        form, including all documents and things embodying, incorporating or referring
        in any way to such Trade Secret, all Trade Secret licenses, including each
        Trade
        Secret license referred to in Schedule
        B hereto,
        and including the right to sue for and to enjoin and to collect damages for
        the
        actual or threatened misappropriation of any Trade Secret and for the breach
        or
        enforcement of any such Trade Secret license.
  2.  Grant
        of Security Interest. In
        accordance with Section 3(m) of the Security Agreement, to secure the complete
        and timely payment, performance and discharge in full, as the case may be,
        of
        all of the Obligations, the Company hereby, unconditionally and irrevocably,
        pledges, grants and hypothecates to the Secured Party, a continuing security
        interest in, a continuing first lien upon, an unqualified right to possession
        and disposition of and a right of set-off against, in each case to the fullest
        extent permitted by law, all of the Company’s right, title and interest of
        whatsoever kind and nature (including, without limitation, all of Clickable
        Oil,
        Inc.’s rights) in and to the Intellectual Property (the “ Security
        Interest ”).
  3.  Representations
        and Warranties .
        The
        Company hereby represents and warrants, and covenants and agrees with, the
        Secured Party as follows:
  (a)  The
        Company has the requisite corporate power and authority to enter into this
        Agreement and otherwise to carry out its obligations thereunder. The execution,
        delivery and performance by the Company of this Agreement and the filings
        contemplated therein have been duly authorized by all necessary action on
        the
        part of the Company and no further action is required by the Company. This
        Agreement constitutes a legal, valid and binding obligation of the Company
        enforceable in accordance with its terms, except as enforceability may be
        limited by bankruptcy, insolvency, reorganization, moratorium or similar
        laws
        affecting the enforcement of creditor’s rights generally.
  3
  (b)  The
        Company represents and warrants that it has no place of business or offices
        where its respective books of account and records are kept (other than
        temporarily at the offices of its attorneys or accountants) or places where
        the
        Intellectual Property is stored or located, except as set forth on Schedule
        A attached
        hereto;
  (c)  The
        Company is the sole owner of the Intellectual Property (except for non-exclusive
        licenses granted by the Company in the ordinary course of business), free
        and
        clear of any liens, security interests, encumbrances, rights or claims, other
        than as previously granted to Secured Party and their affiliates, and is
        fully
        authorized to grant the Security Interest in and to pledge the Intellectual
        Property. There is not on file in any governmental or regulatory authority,
        agency or recording office an effective financing statement, security agreement,
        license or transfer or any notice of any of the foregoing (other than those
        that
        have been filed in favor of the Secured Party pursuant to this Agreement)
        covering or affecting any of the Intellectual Property. So long as this
        Agreement shall be in effect, the Company shall not execute and shall not
        knowingly permit to be on file in any such office or agency any such financing
        statement or other document or instrument (except to the extent filed or
        recorded in favor of the Secured Party pursuant to the terms of this Agreement),
        except for a financing statement covering assets acquired by the Company
        after
        the date hereof, provided that the value of the Intellectual Property covered
        by
        this Agreement along with the Collateral (as defined in the Security Agreement)
        is equal to at least 150% of the Obligations.
  (d)  The
        Company shall at all times maintain its books of account and records relating
        to
        the Intellectual Property at its principal place of business and its
        Intellectual Property at the locations set forth on Schedule
        A attached
        hereto and may not relocate such books of account and records unless it delivers
        to the Secured Party at least 30 days prior to such relocation (i) written
        notice of such relocation and the new location thereof (which must be within
        the
        United States) and (ii) evidence that the necessary documents have been
        filed and recorded and other steps have been taken to perfect the Security
        Interest to create in favor of the Secured Party valid, perfected and continuing
        first priority liens in the Intellectual Property to the extent they can
        be
        perfected through such filings.
  (e)  This
        Agreement creates in favor of the Secured Party a valid security interest
        in the
        Intellectual Property securing the payment and performance of the Obligations
        and, upon making the filings required hereunder, a perfected first priority
        security interest in such Intellectual Property to the extent that it can
        be
        perfected through such filings.
  (f)  Upon
        request of the Secured Party, the Company shall execute and deliver any and
        all
        agreements, instruments, documents, and papers as the Secured Party may request
        to evidence the Secured Party’s security interest in the Intellectual Property
        and the goodwill and general intangibles of the Company relating thereto
        or
        represented thereby, and the Company hereby appoints the Secured Party its
        attorney-in-fact to execute and file all such writings for the foregoing
        purposes, all acts of such attorney being hereby ratified and confirmed;
        such
        power being coupled with an interest is irrevocable until the Obligations
        have
        been fully satisfied and are paid in full.
  (g)  The
        execution, delivery and performance of this Agreement does not conflict with
        or
        cause a breach or default, or an event that with or without the passage of
        time
        or notice, shall constitute a breach or default, under any agreement to which
        the Company is a party or by which the Company is bound. No consent (including,
        without limitation, from stock holders or creditors of the Company) is required
        for the Company to enter into and perform its obligations
        hereunder.
  4
  (h)  The
        Company shall at all times maintain the liens and Security Interest provided
        for
        hereunder as valid and perfected first priority liens and security interests
        in
        the Intellectual Property to the extent they can be perfected by filing in
        favor
        of the Secured Party until this Agreement and the Security Interest hereunder
        shall terminate pursuant to Section 11. The Company hereby agrees to defend
        the
        same against any and all persons. The Company shall safeguard and protect
        all
        Intellectual Property for the account of the Secured Party. Without limiting
        the
        generality of the foregoing, the Company shall pay all fees, taxes and other
        amounts necessary to maintain the Intellectual Property and the Security
        Interest hereunder, and the Company shall obtain and furnish to the Secured
        Party from time to time, upon demand, such releases and/or subordinations
        of
        claims and liens which may be required to maintain the priority of the Security
        Interest hereunder.
  (i)  The
        Company will not transfer, pledge, hypothecate, encumber, license (except
        for
        non-exclusive licenses granted by the Company in the ordinary course of
        business), sell or otherwise dispose of any of the Intellectual Property
        without
        the prior written consent of the Secured Party.
  (j)  The
        Company shall, within ten (10) days of obtaining knowledge thereof, advise
        the
        Secured Party promptly, in sufficient detail, of any substantial change in
        the
        Intellectual Property, and of the occurrence of any event which would have
        a
        material adverse effect on the value of the Intellectual Property or on the
        Secured Party’s security interest therein.
  (k)  The
        Company shall permit the Secured Party and its representatives and agents
        to
        inspect the Intellectual Property at any time, and to make copies of records
        pertaining to the Intellectual Property as may be requested by the Secured
        Party
        from time to time.
  (l)  The
        Company will take all steps reasonably necessary to diligently pursue and
        seek
        to preserve, enforce and collect any rights, claims, causes of action and
        accounts receivable in respect of the Intellectual Property.
  (m)  The
        Company shall promptly notify the Secured Party in sufficient detail upon
        becoming aware of any attachment, garnishment, execution or other legal process
        levied against any Intellectual Property and of any other information received
        by the Company that may materially affect the value of the Intellectual
        Property, the Security Interest or the rights and remedies of the Secured
        Party
        hereunder.
  (n)  All
        information heretofore, herein or hereafter supplied to the Secured Party
        by or
        on behalf of the Company with respect to the Intellectual Property is accurate
        and complete in all material respects as of the date furnished.
  (o)  Schedule
        A attached
        hereto contains a list of all of the subsidiaries of Company.
  5
  (p)  Schedule
        B attached
        hereto includes all Licenses, and all Patents and Patent Licenses, if any,
        owned
        by the Company in its own name as of the date hereof. Schedule
        B hereto
        includes all Trademarks and Trademark Licenses, if any, owned by the Company
        in
        its own name as of the date hereof. Schedule
        B hereto
        includes all Copyrights and Copyright Licenses, if any, owned by the Company
        in
        its own name as of the date hereof. Schedule
        B hereto
        includes all Trade Secrets and Trade Secret Licenses, if any, owned by the
        Company as of the date hereof. To the best of the Company’s knowledge, each
        License, Patent, Trademark, Copyright and Trade Secret is valid, subsisting,
        unexpired, enforceable and has not been abandoned. Except as set forth in Schedule
        B ,
        none of
        such Licenses, Patents, Trademarks, Copyrights and Trade Secrets is the subject
        of any licensing or franchise agreement. To the best of the Company’s knowledge,
        no holding, decision or judgment has been rendered by any Governmental Body
        which would limit, cancel or question the validity of any License, Patent,
        Trademark, Copyright and Trade Secrets . No action or proceeding is pending
        (i)
        seeking to limit, cancel or question the validity of any License, Patent,
        Trademark, Copyright or Trade Secret, or (ii) which, if adversely determined,
        would have a material adverse effect on the value of any License, Patent,
        Trademark, Copyright or Trade Secret. The Company has used and will continue
        to
        use for the duration of this Agreement, proper statutory notice in connection
        with its use of the Patents, Trademarks and Copyrights and consistent standards
        of quality in products leased or sold under the Patents, Trademarks and
        Copyrights.
  (q)  With
        respect to any Intellectual Property:
  (i)  such
        Intellectual Property is subsisting and has not been adjudged invalid or
        unenforceable, in whole or in part;
  (ii)  such
        Intellectual Property is valid and enforceable;
  (iii)  the
        Company has made all necessary filings and recordations to protect its interest
        in such Intellectual Property, including, without limitation, recordations
        of
        all of its interests in the Patents, Patent Licenses, Trademarks and Trademark
        Licenses in the United States Patent and Trademark Office and in corresponding
        offices throughout the world and its claims to the Copyrights and Copyright
        Licenses in the United States Copyright Office and in corresponding offices
        throughout the world;
  (iv)  other
        than as set forth in Schedule
        B ,
        the
        Company is the exclusive owner of the entire and unencumbered right, title
        and
        interest in and to such Intellectual Property and no claim has been made
        that
        the use of such Intellectual Property infringes on the asserted rights of
        any
        third party; and
  (v)  the
        Company has performed and will continue to perform all acts and has paid
        all
        required fees and taxes to maintain each and every item of Intellectual Property
        in full force and effect throughout the world, as applicable.
  6
  (r)  Except
        with respect to any Trademark or Copyright that the Company shall reasonably
        determine is of negligible economic value to the Company, the Company
        shall
  (i)  maintain
        each Trademark and Copyright in full force free from any claim of abandonment
        for non-use, maintain as in the past the quality of products and services
        offered under such Trademark or Copyright; employ such Trademark or Copyright
        with the appropriate notice of registration; not adopt or use any mark which
        is
        confusingly similar or a colorable imitation of such Trademark or Copyright
        unless the Secured Party shall obtain a perfected security interest in such
        mark
        pursuant to this Agreement; and not (and not permit any licensee or sublicensee
        thereof to) do any act or knowingly omit to do any act whereby any Trademark
        or
        Copyright may become invalidated;
  (ii)  not,
        except with respect to any Patent that it shall reasonably determine is of
        negligible economic value to it, do any act, or omit to do any act, whereby
        any
        Patent may become abandoned or dedicated; and
  (iii)  notify
        the Secured Party immediately if it knows, or has reason to know, that any
        application or registration relating to any Patent, Trademark or Copyright
        may
        become abandoned or dedicated, or of any adverse determination or development
        (including, without limitation, the institution of, or any such determination
        or
        development in, any proceeding in the United States Patent and Trademark
        Office,
        United States Copyright Office or any court or tribunal in any country)
        regarding its ownership of any Patent, Trademark or Copyright or its right
        to
        register the same or to keep and maintain the same.
  (s)  Whenever
        the Company, either by itself or through any agent, employee, licensee or
        designee, shall file an application for the registration of any Patent,
        Trademark or Copyright with the United States Patent and Trademark Office,
        United States Copyright Office or any similar office or agency in any other
        country or any political subdivision thereof or acquire rights to any new
        Patent, Trademark or Copyright whether or not registered, report such filing
        to
        the Secured Party within five business days after the last day of the fiscal
        quarter in which such filing occurs.
  (t)  The
        Company shall take all reasonable and necessary steps, including, without
        limitation, in any proceeding before the United States Patent and Trademark
        Office, United States Copyright Office or any similar office or agency in
        any
        other country or any political subdivision thereof, to maintain and pursue
        each
        application (and to obtain the relevant registration) and to maintain each
        registration of the Patents, Trademarks and Copyrights, including, without
        limitation, filing of applications for renewal, affidavits of use and affidavits
        of incontestability.
  7
  (u)  In
        the
        event that any Patent, Trademark or Copyright included in the Intellectual
        Property is infringed, misappropriated or diluted by a third party, promptly
        notify the Secured Party after it learns thereof and shall, unless it shall
        reasonably determine that such Patent, Trademark or Copyright is of negligible
        economic value to it, which determination it shall promptly report to the
        Secured Party, promptly sue for infringement, misappropriation or dilution,
        to
        seek injunctive relief where appropriate and to recover any and all damages
        for
        such infringement, misappropriation or dilution, or take such other actions
        as
        it shall reasonably deem appropriate under the circumstances to protect such
        Patent, Trademark or Copyright. If the Company lacks the financial resources
        to
        comply with this Section 3(t), the Company shall so notify the Secured Party
        and
        shall cooperate fully with any enforcement action undertaken by the Secured
        Party on behalf of the Company.
  4.  Defaults .
        The
        following events shall be “ Events
        of Default ”:
  (a)  The
        occurrence of an Event of Default (as defined in the Debentures) under the
        Debentures;
  (b)  Any
        representation or warranty of the Company in this Agreement or in the Security
        Agreement shall prove to have been incorrect in any material respect when
        made;
  (c)  The
        failure by the Company to observe or perform any of its obligations hereunder
        or
        in the Security Agreement for ten (10) days after receipt by the Company
        of
        notice of such failure from the Secured Party; and
  (d)  Any
        breach of, or default under, the Warrants.
  5.  Duty
        To Hold In Trust .
        Upon
        the occurrence of any Event of Default and at any time thereafter, the Company
        shall, upon receipt by it of any revenue, income or other sums subject to
        the
        Security Interest, whether payable pursuant to the Debentures or otherwise,
        or
        of any check, draft, note, trade acceptance or other instrument evidencing
        an
        obligation to pay any such sum, hold the same in trust for the Secured Party
        and
        shall forthwith endorse and transfer any such sums or instruments, or both,
        to
        the Secured Party for application to the satisfaction of the
        Obligations.
  6.  Rights
        and Remedies Upon Default .
        Upon
        occurrence of any Event of Default and at any time thereafter, the Secured
        Party
        shall have the right to exercise all of the remedies conferred hereunder
        and
        under the Debentures, and the Secured Party shall have all the rights and
        remedies of a secured party under the UCC and/or any other applicable law
        (including the Uniform Commercial Code of any jurisdiction in which any
        Intellectual Property is then located). Without limitation, the Secured Party
        shall have the following rights and powers:
  (a)  The
        Secured Party shall have the right to take possession of the Intellectual
        Property and, for that purpose, enter, with the aid and assistance of any
        person, any premises where the Intellectual Property, or any part thereof,
        is or
        may be placed and remove the same, and the Company shall assemble the
        Intellectual Property and make it available to the Secured Party at places
        which
        the Secured Party shall reasonably select, whether at the Company’s premises or
        elsewhere, and make available to the Secured Party, without rent, all of
        the
        Company’s respective premises and facilities for the purpose of the Secured
        Party taking possession of, removing or putting the Intellectual Property
        in
        saleable or disposable form.
  8
  (b)  The
        Secured Party shall have the right to operate the business of the Company
        using
        the Intellectual Property and shall have the right to assign, sell, lease
        or
        otherwise dispose of and deliver all or any part of the Intellectual Property,
        at public or private sale or otherwise, either with or without special
        conditions or stipulations, for cash or on credit or for future delivery,
        in
        such parcel or parcels and at such time or times and at such place or places,
        and upon such terms and conditions as the Secured Party may deem commercially
        reasonable, all without (except as shall be required by applicable statute
        and
        cannot be waived) advertisement or demand upon or notice to the Company or
        right
        of redemption of the Company, which are hereby expressly waived. Upon each
        such
        sale, lease, assignment or other transfer of Intellectual Property, the Secured
        Party may, unless prohibited by applicable law which cannot be waived, purchase
        all or any part of the Intellectual Property being sold, free from and
        discharged of all trusts, claims, right of redemption and equities of the
        Company, which are hereby waived and released.
  7.  Applications
        of Proceeds .
        The
        proceeds of any such sale, lease or other disposition of the Intellectual
        Property hereunder shall be applied first, to the expenses of retaking, holding,
        storing, processing and preparing for sale, selling, and the like (including,
        without limitation, any taxes, fees and other costs incurred in connection
        therewith) of the Intellectual Property, to the reasonable attorneys’ fees and
        expenses incurred by the Secured Party in enforcing its rights hereunder
        and in
        connection with collecting, storing and disposing of the Intellectual Property,
        and then to satisfaction of the Obligations, and to the payment of any other
        amounts required by applicable law, after which the Secured Party shall pay
        to
        the Company any surplus proceeds. If, upon the sale, license or other
        disposition of the Intellectual Property, the proceeds thereof are insufficient
        to pay all amounts to which the Secured Party is legally entitled, the Company
        will be liable for the deficiency, together with interest thereon, at the
        rate
        of 15% per annum (the “ Default
        Rate ”),
        and
        the reasonable fees of any attorneys employed by the Secured Party to collect
        such deficiency. To the extent permitted by applicable law, the Company waives
        all claims, damages and demands against the Secured Party arising out of
        the
        repossession, removal, retention or sale of the Intellectual Property, unless
        due to the gross negligence or willful misconduct of the Secured
        Party.
  8.  Costs
        and Expenses. The
        Company agrees to pay all out-of-pocket fees, costs and expenses incurred
        in
        connection with any filing required hereunder, including without limitation,
        any
        financing statements, continuation statements, partial releases and/or
        termination statements related thereto or any expenses of any searches
        reasonably required by the Secured Party. The Company shall also pay all
        other
        claims and charges which in the reasonable opinion of the Secured Party might
        prejudice, imperil or otherwise affect the Intellectual Property or the Security
        Interest therein. The Company will also, upon demand, pay to the Secured
        Party
        the amount of any and all reasonable expenses, including the reasonable fees
        and
        expenses of its counsel and of any experts and agents, which the Secured
        Party
        may incur in connection with (i) the enforcement of this Agreement, (ii)
        the
        custody or preservation of, or the sale of, collection from, or other
        realization upon, any of the Intellectual Property, or (iii) the exercise
        or
        enforcement of any of the rights of the Secured Party under the Debentures.
        Until so paid, any fees payable hereunder shall be added to the principal
        amount
        of the Debentures and shall bear interest at the Default Rate.
  9
  9.  Responsibility
        for Intellectual Property .
        The
        Company assumes all liabilities and responsibility in connection with all
        Intellectual Property, and the obligations of the Company hereunder or under
        the
        Debentures and the Warrants shall in no way be affected or diminished by
        reason
        of the loss, destruction, damage or theft of any of the Intellectual Property
        or
        its unavailability for any reason.
  10.  Security
        Interest Absolute .
        All
        rights of the Secured Party and all Obligations of the Company hereunder,
        shall
        be absolute and unconditional, irrespective of: (a) any lack of validity
        or
        enforceability of this Agreement, the Debentures, the Warrants or any agreement
        entered into in connection with the foregoing, or any portion hereof or thereof;
        (b) any change in the time, manner or place of payment or performance of,
        or in
        any other term of, all or any of the Obligations, or any other amendment
        or
        waiver of or any consent to any departure from the Debentures, the Warrants
        or
        any other agreement entered into in connection with the foregoing; (c) any
        exchange, release or nonperfection of any of the Intellectual Property, or
        any
        release or amendment or waiver of or consent to departure from any other
        Intellectual Property for, or any guaranty, or any other security, for all
        or
        any of the Obligations; (d) any action by the Secured Party to obtain, adjust,
        settle and cancel in its sole discretion any insurance claims or matters
        made or
        arising in connection with the Intellectual Property; or (e) any other
        circumstance which might otherwise constitute any legal or equitable defense
        available to the Company, or a discharge of all or any part of the Security
        Interest granted hereby. Until the Obligations shall have been paid and
        performed in full, the rights of the Secured Party shall continue even if
        the
        Obligations are barred for any reason, including, without limitation, the
        running of the statute of limitations or bankruptcy. The Company expressly
        waives presentment, protest, notice of protest, demand, notice of nonpayment
        and
        demand for performance. In the event that at any time any transfer of any
        Intellectual Property or any payment received by the Secured Party hereunder
        shall be deemed by final order of a court of competent jurisdiction to have
        been
        a voidable preference or fraudulent conveyance under the bankruptcy or
        insolvency laws of the United States, or shall be deemed to be otherwise
        due to
        any party other than the Secured Party, then, in any such event, the Company’s
        obligations hereunder shall survive cancellation of this Agreement, and shall
        not be discharged or satisfied by any prior payment thereof and/or cancellation
        of this Agreement, but shall remain a valid and binding obligation enforceable
        in accordance with the terms and provisions hereof. The Company waives all
        right
        to require the Secured Party to proceed against any other person or to apply
        any
        Intellectual Property which the Secured Party may hold at any time, or to
        marshal assets, or to pursue any other remedy. The Company waives any defense
        arising by reason of the application of the statute of limitations to any
        obligation secured hereby.
  11.  Term
        of Agreement .
        This
        Agreement and the Security Interest shall terminate on the date on which
        all
        payments under the Debentures have been made in full and all other Obligations
        have been paid or discharged. Upon such termination, the Secured Party, at
        the
        request and at the expense of the Company, will join in executing any
        termination statement with respect to any financing statement executed and
        filed
        pursuant to this Agreement.
  10
  12.  Power
        of Attorney; Further Assurances .
  (a)  The
        Company authorizes the Secured Party, and does hereby make, constitute and
        appoint it, and its respective officers, agents, successors or assigns with
        full
        power of substitution, as the Company’s true and lawful attorney-in-fact, with
        power, in its own name or in the name of the Company, to, after the occurrence
        and during the continuance of an Event of Default, (i) endorse any notes,
        checks, drafts, money orders, or other instruments of payment (including
        payments payable under or in respect of any policy of insurance) in respect
        of
        the Intellectual Property that may come into possession of the Secured Party;
        (ii) to sign and endorse any UCC financing statement or any invoice, freight
        or
        express bill, bill of lading, storage or warehouse receipts, drafts against
        debtors, assignments, verifications and notices in connection with accounts,
        and
        other documents relating to the Intellectual Property; (iii) to pay or discharge
        taxes, liens, security interests or other encumbrances at any time levied
        or
        placed on or threatened against the Intellectual Property; (iv) to demand,
        collect, receipt for, compromise, settle and sue for monies due in respect
        of
        the Intellectual Property; and (v) generally, to do, at the option of the
        Secured Party, and at the Company’s expense, at any time, or from time to time,
        all acts and things which the Secured Party deems necessary to protect, preserve
        and realize upon the Intellectual Property and the Security Interest granted
        therein in order to effect the intent of this Agreement, the Debentures and
        the
        Warrants, all as fully and effectually as the Company might or could do;
        and the
        Company hereby ratifies all that said attorney shall lawfully do or cause
        to be
        done by virtue hereof. This power of attorney is coupled with an interest
        and
        shall be irrevocable for the term of this Agreement and thereafter as long
        as
        any of the Obligations shall be outstanding.
  (b)  On
        a
        continuing basis, the Company will make, execute, acknowledge, deliver, file
        and
        record, as the case may be, in the proper filing and recording places in
        any
        jurisdiction, including, without limitation, the jurisdictions indicated
        on Schedule
        C ,
        attached hereto, all such instruments, and take all such action as may
        reasonably be deemed necessary or advisable, or as reasonably requested by
        the
        Secured Party, to perfect the Security Interest granted hereunder and otherwise
        to carry out the intent and purposes of this Agreement, or for assuring and
        confirming to the Secured Party the grant or perfection of a security interest
        in all the Intellectual Property.
  (c)  The
        Company hereby irrevocably appoints the Secured Party as the Company’s
        attorney-in-fact, with full authority in the place and stead of the Company
        and
        in the name of the Company, from time to time in the Secured Party’s discretion,
        to take any action and to execute any instrument which the Secured Party
        may
        deem necessary or advisable to accomplish the purposes of this Agreement,
        including the filing, in its sole discretion, of one or more financing or
        continuation statements and amendments thereto, relative to any of the
        Intellectual Property without the signature of the Company where permitted
        by
        law.
  13.  Notices .
        All
        notices, requests, demands and other communications hereunder shall be in
        writing, with copies to all the other parties hereto, and shall be deemed
        to
        have been duly given when (i) if delivered by hand, upon receipt, (ii) if
        sent
        by facsimile, upon receipt of proof of sending thereof, (iii) if sent by
        nationally recognized overnight delivery service (receipt requested), the
        next
        business day or (iv) if mailed by first-class registered or certified mail,
        return receipt requested, postage prepaid, four days after posting in the
        U.S.
        mails, in each case if delivered to the following addresses:
  11
   If to the Company:
              Clickable
                  Enterprises, Inc.
                711
                  South Columbus Avenue
                Mount
                  Vernon, New York 10550
                Attention:
                  President
                Telephone:
                  (914) 699-5190
                E-mail:
                  nick.cirillo@clickableoil.comWith copies to:
              Eckert
                  Seamens Cherin & Mellott, LLC
                1515
                  Market Street, 9thFloor
                Philadelphia,
                  Pennsylvania 19102
                Attention:
                  GaryA.
                  Miller,
                  Esq.
                Telephone:
                  215-851-8472
                Facsimile:
                  215-851-8383
                Email:
                  gmiller@eckertseamens.comIf
                  to the Secured Party:
              AJW
                  Partners, LLC
                  AJW
                    Offshore, Ltd.
                    AJW
                      Qualified Partners, LLC
                    1044
                      Northern Boulevard
                    Suite
                      302
                    Roslyn,
                      New York 11576
                    Attention:
                      Corey Ribotsky
                    Facsimile:
                      516-739-7115With copies to:
              Ballard Spahr Andrews & Ingersoll,
                LLP
                1735
                  Market Street, 51stFloor
                Philadelphia,
                  Pennsylvania 19103
                Attention:
                  Gerald J. Guarcini, Esquire
                Facsimile:
                  215-864-8999
 
 14.  Other
        Security .
        To the
        extent that the Obligations are now or hereafter secured by property other
        than
        the Intellectual Property or by the guarantee, endorsement or property of
        any
        other person, firm, corporation or other entity, then the Secured Party shall
        have the right, in its sole discretion, to pursue, relinquish, subordinate,
        modify or take any other action with respect thereto, without in any way
        modifying or affecting any of the Secured Party’s rights and remedies
        hereunder.
  15.  Miscellaneous .
  (a)  No
        course
        of dealing between the Company and the Secured Party, nor any failure to
        exercise, nor any delay in exercising, on the part of the Secured Party,
        any
        right, power or privilege hereunder or under the Debentures shall operate
        as a
        waiver thereof; nor shall any single or partial exercise of any right, power
        or
        privilege hereunder or thereunder preclude any other or further exercise
        thereof
        or the exercise of any other right, power or privilege.
  12
  (b)  All
        of
        the rights and remedies of the Secured Party with respect to the Intellectual
        Property, whether established hereby or by the Debentures or by any other
        agreements, instruments or documents or by law shall be cumulative and may
        be
        exercised singly or concurrently.
  (c)  This
        Agreement and the Security Agreement constitute the entire agreement of the
        parties with respect to the subject matter hereof and is intended to supersede
        all prior negotiations, understandings and agreements with respect thereto.
        Except as specifically set forth in this Agreement, no provision of this
        Agreement may be modified or amended except by a written agreement specifically
        referring to this Agreement and signed by the parties hereto.
  (d)  In
        the
        event that any provision of this Agreement is held to be invalid, prohibited
        or
        unenforceable in any jurisdiction for any reason, unless such provision is
        narrowed by judicial construction, this Agreement shall, as to such
        jurisdiction, be construed as if such invalid, prohibited or unenforceable
        provision had been more narrowly drawn so as not to be invalid, prohibited
        or
        unenforceable. If, notwithstanding the foregoing, any provision of this
        Agreement is held to be invalid, prohibited or unenforceable in any
        jurisdiction, such provision, as to such jurisdiction, shall be ineffective
        to
        the extent of such invalidity, prohibition or unenforceability without
        invalidating the remaining portion of such provision or the other provisions
        of
        this Agreement and without affecting the validity or enforceability of such
        provision or the other provisions of this Agreement in any other
        jurisdiction.
  (e)  No
        waiver
        of any breach or default or any right under this Agreement shall be considered
        valid unless in writing and signed by the party giving such waiver, and no
        such
        waiver shall be deemed a waiver of any subsequent breach or default or right,
        whether of the same or similar nature or otherwise.
  (f)  This
        Agreement shall be binding upon and inure to the benefit of each party hereto
        and its successors and assigns.
  (g)  Each
        party shall take such further action and execute and deliver such further
        documents as may be necessary or appropriate in order to carry out the
        provisions and purposes of this Agreement.
  (h)  This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, except to the extent the validity, perfection or enforcement of a security
        interest hereunder in respect of any particular Intellectual Property which
        are
        governed by a jurisdiction other than the State of New York in which case
        such
        law shall govern. Each of the parties hereto irrevocably submit to the exclusive
        jurisdiction of any New York State or United States Federal court sitting
        in
        Manhattan county over any action or proceeding arising out of or relating
        to
        this Agreement, and the parties hereto hereby irrevocably agree that all
        claims
        in respect of such action or proceeding may be heard and determined in such
        New
        York State or Federal court. The parties hereto agree that a final judgment in
        any such action or proceeding shall be conclusive and may be enforced in
        other
        jurisdictions by suit on the judgment or in any other manner provided by
        law.
        The parties hereto further waive any objection to venue in the State of New
        York
        and any objection to an action or proceeding in the State of New York on
        the
        basis of forum non conveniens.
  13
  (i)  EACH
        PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRAIL
        OF ANY
        CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE
        SCOPE
        OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
        BE
        FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT,
        INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
        CLAIMS
        AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
        THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
        BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER
        IN
        ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON
        THIS
        WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
        REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
        SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
        FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
        NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
        ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
        RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT
        OF A
        LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
        THE
        COURT.
  (j)  This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed shall be deemed to be an original and, all of which taken together
        shall constitute one and the same Agreement. In the event that any signature
        is
        delivered by facsimile transmission, such signature shall create a valid
        binding
        obligation of the party executing (or on whose behalf such signature is
        executed) the same with the same force and effect as if such facsimile signature
        were the original thereof.
  [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]
  14
  IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed on the day and year first above written.
  **CLICKABLE
                  ENTERPRISES, INC.**By:Nicholas
                  Cirillo
                President
  **AJW
                    PARTNERS, LLC**
                  By:
                    SMS Group, LLCBy:Corey
                    S. Ribotsky
                  Manager
 
 **AJW
                      OFFSHORE, LTD.**By: First Street Manager II,
                    LLCBy:Corey
                    S. Ribotsky
                  Manager
  **AJW
                    QUALIFIED PARTNERS, LLC**
                    By:
                      AJW Manager, LLCBy:Corey
                    S. Ribotsky
                  Manager
 
 
  SCHEDULE
        A
  Principal
        Place of Business of the Company:
  
 Locations
        Where Intellectual Property is Located or Stored:
  
 
 
 List
        of Subsidiaries of the Company:
   16
  SCHEDULE
          B
  A.
                Licenses,
                  Patents and Patent LicensesPatent
                
                Application
                    or Registration No.
                
                Country
                
                Registration
                    orFiling DateB.
                Trademarks
                  and Trademark LicensesTrademark
                
                Application
                    or Registration No.
                
                Country
                
                Registration
                    orFiling
                    DateC.
                Copyrights
                  and Copyright LicensesName
                
                Application
                    or Registration No.
                
                Country
                
                Registration
                    orFiling DateD.
                Trade
                  Secrets and Trade Secret LicensesName
                
                Application
                    or Registration No.
                
                Country
                
                Registration
                    orFiling Date
   
 17
  SCHEDULE
        C
 Jurisdictions :