Exhibit 10.3

                               SECURITY AGREEMENT

      This SECURITY AGREEMENT is dated as of April 2, 2014 (the "EFFECTIVE
DATE"), by YOPCP, LLC, a Colorado limited liability company (the "GRANTOR"),  in
favor of Stevia Corp., a Nevada corporation (the "SECURED PARTY").

                                    RECITALS

     A.  Pursuant  to that  certain  Note  Purchase  Agreement  dated  as of the
Effective  Date  between  the  Grantor  and the  Secured  Party  (the  "PURCHASE
AGREEMENT"),  the  Grantor  and  Secured  Party  entered  into a Senior  Secured
Convertible  Promissory Note (the "NOTE") evidencing the Grantor's obligation to
repay  to the  Secured  Party  certain  funds  (the  "LOAN")  on the  terms  and
conditions set forth in the Note.

     B. The parties hereto have agreed that the Grantor's  obligations under the
Note (the  "SECURED  OBLIGATIONS")  will be secured by the grant to the  Secured
Party of a security  interest in and to certain  Collateral (as defined  below),
pursuant to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the foregoing, and the representations,
warranties,  covenants  and  conditions  set forth  below,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     SECTION  1.1  DEFINITIONS.   (a)  Capitalized  terms  used  herein  without
definition are used as defined in the Purchase Agreement.

     (b) The  following  terms  have the  meanings  given to them in the UCC and
terms  used  herein  without  definition  that are  defined  in the UCC have the
meanings  given to them in the UCC (such  meanings to be equally  applicable  to
both the singular and plural forms of the terms  defined):  "account",  "account
debtor",  "as-extracted collateral",  "certificated security",  "chattel paper",
"commercial  tort claim",  "commodity  contract",  "electronic  chattel  paper",
"equipment",   "farm  products",   "fixture",  "general  intangible",   "goods",
"health-care-insurance  receivable",  "instruments",   "inventory",  "investment
property", "letter-of-credit right", "proceeds", "record", "securities account",
"security", "supporting obligation" and "tangible chattel paper".

     (c) The following terms shall have the following meanings:

     "AGREEMENT"   means  this  Security   Agreement,   as  amended,   restated,
supplemented or otherwise modified from time to time,  including all annexes and
schedules hereto, as the same may be amended or otherwise  modified from time to
time.

     "APPLICABLE IP OFFICE" means the United States Patent and Trademark  Office
or the United States Copyright Office or any similar office or agency within the
United States.

     "EVENT OF  DEFAULT"  shall have the  meaning  ascribed  to such term in the
Note.

     "INTELLECTUAL  PROPERTY"  means all of the following,  in any  jurisdiction
throughout the world: (i) patents, patent disclosures and inventions (whether or
not  patentable  and  whether  or not  reduced  to  practice)  and any  reissue,
continuation,   continuation-in-part,   division,   extension  or  reexamination
thereof;  (ii) trademarks,  service marks and trade dress, logos,  slogans,  and
other indicia of origin,  and all  translations,  adaptations,  derivations  and
combinations of the foregoing,  together with all goodwill associated therewith;
(iii)  copyrights  and  copyrightable  works;  (iv) internet  domain names;  (v)
registrations,  applications  for  registration,  and  renewals  of  any  of the
<PAGE>
foregoing;  (vi) computer software  (including source code and executable code),
and tools, systems,  data, databases and documentation;  (vii) trade secrets and
other confidential information,  including ideas, recipes,  know-how,  processes
and techniques, research and development information,  drawings, specifications,
designs,  plans, proposals and technical data and manuals; and (viii) all copies
and tangible embodiments of any of the foregoing (in whatever form or medium).

     "INTERNET  DOMAIN NAME" means all right,  title and interest  arising under
any applicable law in or relating to Internet domain names.

     "LIEN" means any mortgage, pledge, hypothecation, assignment (as security),
deposit  arrangement,  encumbrance,  lien (statutory or other),  charge or other
security  interest,  or any preference,  priority or other security agreement or
preferential  arrangement of any kind or nature whatsoever having  substantially
the same economic effect as any of the foregoing (including any conditional sale
or other title retention agreement and any capital lease).

     "MATERIAL  ADVERSE  EFFECT"  means a  material  adverse  effect  on (a) the
business, assets, properties, liabilities (actual or contingent),  operations or
condition  (financial or otherwise) or prospects of the Company (b) the validity
or  enforceability  of the Note,  (c) the  perfection  or  priority  of any Lien
purported  to be created by the  Agreement,  (d) the rights or  remedies  of the
Secured Party under the Note, the Purchase  Agreement or the  Agreement,  or (e)
the ability of the  Secured  Party to perform  any of its  material  obligations
under the Note, Purchase Agreement or Agreement.

     "MATERIAL  INTELLECTUAL PROPERTY" means Intellectual Property that is owned
by or  licensed to the Grantor and is material to the conduct of Grantor and its
business.

     "PERSON" means an individual,  corporation,  partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship,  unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.

     "PLEDGED  CERTIFICATED  STOCK" means all  certificated  securities  and any
other  Stock or Stock  Equivalent  of any  Person  evidenced  by a  certificate,
instrument or other similar document (as defined in the UCC), in each case owned
by the Grantor,  and any  distribution  of property made on, in respect of or in
exchange  for the  foregoing  from time to time,  including  all Stock and Stock
Equivalents listed on Schedule 3.

     "PLEDGED COLLATERAL" means, collectively, the Pledged Stock and the Pledged
Debt Instruments.

     "PLEDGED  DEBT  INSTRUMENTS"  means all right,  title and  interest  of the
Grantor in instruments  evidencing any Indebtedness owed to the Grantor or other
obligations  owed to the Grantor,  and any  distribution of property made on, in
respect of or in exchange for the  foregoing  from time to time,  including  all
Indebtedness described on Schedule 3, issued by the obligors named therein.

     "PLEDGED INVESTMENT PROPERTY" means any investment property of the Grantor,
and any  distribution  of property made on, in respect of or in exchange for the
foregoing  from time to time,  other  than any  Pledged  Stock or  Pledged  Debt
Instruments.

     "PLEDGED  STOCK"  means all  Pledged  Certificated  Stock  and all  Pledged
Uncertificated Stock.

     "PLEDGED  UNCERTIFICATED  STOCK" means any Stock or Stock Equivalent of any
Person that is not Pledged  Certificated  Stock,  including all right, title and
interest of the Grantor as a limited or general  partner in any  partnership not
constituting  Pledged Certificated Stock or as a member of any limited liability
company,  all right,  title and  interest  of the  Grantor  in, to and under any
Organization  Document of any partnership or limited  liability company to which
it is a party,  and any  distribution  of property  made on, in respect of or in

                                       2
<PAGE>
exchange  for the  foregoing  from time to time,  including  in each case  those
interests  set  forth  on  Schedule  3, to the  extent  such  interests  are not
certificated.

     "SOFTWARE"  means (a) all  computer  programs,  including  source  code and
object code versions,  (b) all data, databases and compilations of data, whether
machine readable or otherwise, and (c) all documentation, training materials and
configurations related to any of the foregoing.

     "UCC" means the Uniform  Commercial  Code as from time to time in effect in
the State of Colorado;  provided, however, that, in the event that, by reason of
mandatory provisions of any applicable law, any of the attachment, perfection or
priority of the Secured Party's security  interest in any Collateral is governed
by the  Uniform  Commercial  Code of a  jurisdiction  other  than  the  State of
Colorado,  "UCC"  shall mean the  Uniform  Commercial  Code as in effect in such
other  jurisdiction  for  purposes  of the  provisions  hereof  relating to such
attachment,  perfection or priority and for purposes of the definitions  related
to or otherwise used in such provisions.

     "VEHICLES"  means all vehicles covered by a certificate of title law of any
state.

                                   ARTICLE II

                           GRANT OF SECURITY INTEREST

     SECTION 2.1  COLLATERAL.  For the  purposes of this  Agreement,  all of the
following personal property, in any event, wherever located, now owned or at any
time hereafter acquired by the Grantor or in which the Grantor now has or at any
time in the future may acquire any right,  title or  interests  is  collectively
referred to as the "COLLATERAL":

     (a)  all  accounts,  monies,  cash  and  cash  equivalents,  chattel  paper
(including  electronic chattel paper),  collateral  security,  deposit accounts,
securities  accounts,  futures accounts (and all amounts and assets contained in
such  deposit  accounts,  securities  accounts  and futures  accounts or created
thereon),  documents  (as  defined  in the UCC and,  including,  if  applicable,
electronic  documents),  equipment,  general intangibles  (including all payment
intangibles  and  Intellectual  Property),  guarantees,  instruments  (including
promissory notes), goods, inventory, investment property, securities,  insurance
claims and proceeds,  tort claims,  letter of credit rights  (whether or not the
letter of credit is evidenced by a writing), any other contract rights or rights
to the  payment of money and any  supporting  obligations  related to any of the
foregoing;

     (b)  all  commercial  tort  claims,  including  without  limitation,  those
described on Schedule 1 and on any  supplement  thereto  received by the Secured
Party pursuant to Section 4.8;

     (c) all books and records  pertaining  to the other  property  described in
this Section 2.1;

     (d) all property of the Grantor held by the Secured  Party,  including  all
property  of every  description,  in the custody of or in transit to the Secured
Party for any purpose,  including  safekeeping,  collection  or pledge,  for the
account of the  Grantor or as to which the  Grantor may have any right or power,
including but not limited to cash;

     (e) all other goods  (including  but not limited to fixtures)  and personal
property of the Grantor,  whether  tangible or intangible and wherever  located;
and

     (f)  all  products  and  proceeds  of  the  foregoing  (in  whatever  form,
including,  without  limitation,   business  interruption  insurance  and  other
insurance proceeds);

                                       3
<PAGE>
     SECTION 2.2 GRANT OF SECURITY INTEREST IN COLLATERAL.

     (a) The Grantor, as collateral security for the prompt and complete payment
and  performance  when due  (whether  at stated  maturity,  by  acceleration  or
otherwise)  of  the  Secured   Obligations,   hereby   mortgages,   pledges  and
hypothecates  to the Secured  Party,  and grants to the Secured Party, a Lien on
and security interest in, all of its right,  title and interest in, to and under
the  Collateral of the Grantor.  This Agreement  secures,  and the Collateral is
collateral  security  for, the payment and  performance  in full when due of the
Secured Obligations.

     (b) The Grantor hereby further authorizes the Secured Party to make filings
with the United  States  Patent  and  Trademark  Office  and the  United  States
Copyright  Office (or any  successor  office or any similar  office in any other
country) or other necessary documents for the purpose of perfecting, confirming,
continuing, enforcing or protecting the security interest granted by the Grantor
hereunder in any Intellectual Property Collateral,  without the signature of the
Grantor,  and naming the Grantor,  as debtor,  and the Secured Party, as secured
party.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     To induce the Secured Party to enter into the Purchase  Agreement and Note,
the Grantor hereby represents and warrants to the Secured Party as follows:

     SECTION  3.1 TITLE;  NO OTHER  LIENS.  Except  for the Lien  granted to the
Secured  Party  pursuant to this  Agreement,  the Grantor  owns each item of the
Collateral free and clear of any and all Liens or claims of others.  The Grantor
(a) is the record and beneficial owner of the Collateral pledged by it hereunder
constituting  instruments or certificates  and (b) has rights in or the power to
transfer  each  other  item of  Collateral  in  which a Lien  is  granted  by it
hereunder, free and clear of any other Lien.

     SECTION 3.2 PERFECTION AND PRIORITY. The security interest granted pursuant
to this Agreement constitutes a valid and continuing perfected security interest
in favor  of the  Secured  Party in all  Collateral  enforceable  against  third
parties,  subject as to the  perfection of such security  interest in respect of
the following Collateral, to the occurrence of the following: (a) in the case of
all  Collateral  in which a  security  interest  may be  perfected  by  filing a
financing  statement  under the UCC,  the  completion  of the  filings and other
actions  specified  on  Schedule 2 (which,  in the case of all filings and other
documents referred to on such schedule, have been delivered to the Secured Party
in completed and duly authorized  form), (b) in the case of all U.S.  registered
Copyrights,  Trademarks and Patents for which UCC filings are insufficient,  all
appropriate  filings having been made with the United States Copyright Office or
the United States Patent and Trademark Office, as applicable, (c) in the case of
letter-of-credit  rights that are not supporting obligations of Collateral,  the
execution  of an  assignment  granting  control to the  Secured  Party over such
letter-of-credit  rights,  (d) in the  case of  electronic  chattel  paper,  the
completion  of all steps  necessary to grant  control to the Secured  Party over
such  electronic  chattel paper,  and (e) in the case of Vehicles,  filings with
certain governmental authorities, in each case, to the extent perfected security
interests in such Collateral may be effectuated thereby.  Such security interest
shall  be  prior  to all  other  Liens on the  Collateral,  expect  for  certain
permitted  Liens having  priority over the Secured  Party's Lien by operation of
law  upon  (i) in the  case of all  Pledged  Certificated  Stock,  Pledged  Debt
Instruments and Pledged Investment Property, the delivery thereof to the Secured
Party of such Pledged  Certificated Stock,  Pledged Debt Instruments and Pledged
Investment  Property  consisting of instruments and  certificates,  in each case
properly endorsed for transfer to the Secured Party or in blank, and (ii) in the
case of all other  instruments  and tangible  chattel paper that are not Pledged
Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the
delivery  thereof to the Secured Party of such  instruments and tangible chattel
paper.

                                       4
<PAGE>
     SECTION  3.3  PLEDGED  COLLATERAL.  (a) The  Pledged  Stock  pledged by the
Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of
the issued and  outstanding  equity of all classes of each issuer thereof as set
forth  on  Schedule  3,  (ii)  with  respect  to  any   subsidiary   of  Grantor
("SUBSIDIARY")  has been duly  authorized,  validly issued and is fully paid and
non-assessable  (other than Pledged  Stock in limited  liability  companies  and
partnerships)  and (iii) with respect to any Subsidiary  constitutes  the legal,
valid and binding obligation of the obligor with respect thereto, enforceable in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy,  insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.

     (b) As of the date  hereof,  all Pledged  Collateral  (other  than  Pledged
Uncertificated   Stock)  and  all  Pledged  Investment  Property  consisting  of
instruments  and  certificates  has  been  delivered  to the  Secured  Party  in
accordance with subsection 4.2(a).

     (c) In any case in which the Grantor  shall  acquire  after the date hereof
(x) any Stock or Stock  Equivalent  of any  Person  constituting  Pledged  Stock
hereunder or (y) any interest in any instruments  evidencing any Indebtedness or
other  obligation  owed to the Grantor  constituting  a Pledged Debt  Instrument
hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and
Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected
on  Schedule  3, be subject to the  pledge,  assignment  and  security  interest
granted to the Secured Party under this Agreement and the Grantor shall promptly
after the date such  Pledged  Collateral  was so  acquired  (i)  deliver  to the
Secured Party forthwith (A) a Pledge Amendment pursuant to Section 7.6(b) hereof
reflecting such newly acquired Pledged Collateral and (B) to the extent required
by subsection 4.2(a),  any certificates and instruments  evidencing such Pledged
Collateral,  accompanied by transfer powers or other appropriate  instruments of
assignment  duly  executed  by the Grantor in blank and (ii) take or cause to be
taken  such  actions,  execute  and/or  deliver or cause to be  executed  and/or
delivered such documents as the Secured Party may reasonably request.

     (d) Upon the occurrence and during the  continuance of an Event of Default,
the Secured Party shall be entitled to exercise all of the rights of the Grantor
granting  the  security  interest  in any Pledged  Stock,  and a  transferee  or
assignee of such Pledged  Stock shall  become a holder of such Pledged  Stock to
the same extent as the Grantor and be entitled to  participate in the management
of the  issuer of such  Pledged  Stock  and,  upon the  transfer  of the  entire
interest of the Grantor,  the Grantor shall,  by operation of law, cease to be a
holder of such Pledged Stock.  The Secured  Party's rights under this subsection
3.3(d) shall immediately cease and any Pledged Stock transferred hereunder shall
automatically  revert  to the  Grantor  upon  cure or  waiver  of such  Event of
Default,   provided  that  such  revision  shall  not  impair  the  validity  or
effectiveness of any vote, consent, or action taken before the cure or waiver of
such Event of Default.

     SECTION 3.4 INSTRUMENTS AND TANGIBLE  CHATTEL PAPER FORMERLY  ACCOUNTS.  No
amount  payable  to the  Grantor  under or in  connection  with any  account  is
evidenced  by any  instrument  or  tangible  chattel  paper  that  has not  been
delivered to the Secured Party,  properly  endorsed for transfer,  to the extent
delivery is required by subsection 4.5(a).

     SECTION 3.5 INTELLECTUAL PROPERTY. The Grantor owns, or is licensed to use,
all  Intellectual  Property  necessary  to conduct  its  business  as  currently
conducted except for such  Intellectual  Property the failure of which to own or
license would not reasonably be expected to have, either  individually or in the
aggregate,  a Material Adverse Effect. To the knowledge of the Grantor,  (a) the
conduct and  operations  of the  businesses  of the Grantor  does not  infringe,
misappropriate,  dilute,  violate or otherwise impair any Intellectual  Property
owned by any other Person and (b) no other Person has contested any right, title
or interest of the Grantor in, or relating to, any Intellectual Property,  other
than,  in each case, as would not, in the  aggregate,  reasonably be expected to
have a Material Adverse Effect.

     SECTION 3.6 COMMERCIAL TORT CLAIMS.  The only commercial tort claims of the
Grantor existing on the date hereof,  other than commercial tort claims having a
value less than $50,000 in the aggregate, are those listed on Schedule 1.

                                       5
<PAGE>
     SECTION 3.7 SPECIFIC COLLATERAL. To Grantor's knowledge, no portion, except
as may have a de minimus value in light of the value of the Collateral  taken as
a whole,  of the  Collateral  is or is proceeds  or  products of farm  products,
as-extracted collateral, health-care-insurance receivables or timber to be cut.

     SECTION 3.8 ENFORCEMENT.  No material permit,  notice to or filing with any
governmental  authority  or any other  Person or any  material  consent from any
Person is required  for the exercise by Secured  Party of its rights  (including
voting rights)  provided for in this Agreement or the enforcement of remedies in
respect of the Collateral pursuant to this Agreement,  including the transfer of
any  Collateral,  except (a) for recordings  and filings in connection  with the
Liens granted to the Secured Party  hereunder,  (b) those obtained or made on or
prior to the date hereof,  and (c) those which,  if not obtained or made,  would
not reasonably be expected to have, either  individually or in the aggregate,  a
Material Adverse Effect and (d) filings required by applicable law in connection
with the exercise of remedies by the Secured Party.

                                   ARTICLE IV

                                    COVENANTS

     The Grantor agrees with the Secured Party to the following,  as long as the
Secured Obligations remains outstanding:

     SECTION  4.1   MAINTENANCE   OF  PERFECTED   SECURITY   INTEREST;   FURTHER
DOCUMENTATION AND CONSENTS.

     (a) The  Grantor  shall not (i) use or  permit  any  Collateral  to be used
unlawfully  or in violation of any  provision of the  Agreement,  the Note,  any
requirement of law or any policy of insurance  covering the Collateral,  or (ii)
enter into any agreement or undertaking  restricting the right or ability of the
Grantor or the Secured Party to sell, assign, convey or transfer any Collateral,
and except as such use or restriction  would not reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect.

     (b) The  Grantor  shall  maintain  the  security  interest  created by this
Agreement  as a  perfected  security  interest  having  at  least  the  priority
described  in Section  3.2 and shall  defend  such  security  interest  and such
priority against the claims and demands of all Persons.

     (c) The  Grantor  shall  furnish  to the  Secured  Party  from time to time
statements and schedules  further  identifying and describing the Collateral and
such other  documents in connection  with the  Collateral  the Secured Party may
reasonably  request,  all  in  reasonable  detail  and  in  form  and  substance
reasonably satisfactory to the Secured Party.

     (d) At any time and from time to time, upon the reasonable  written request
of the  Secured  Party,  the Grantor  shall,  for the  purpose of  obtaining  or
preserving  the full  benefits of this  Agreement,  and of the rights and powers
herein  granted,  (i) take  whatever  action the  Secured  Party may  reasonably
require to perfect or maintain any security  interest  intended to be created by
this Agreement,  (ii) promptly and duly execute and deliver,  and have recorded,
such further  documents,  including an authorization to file (or, as applicable,
the filing) of any  financing  statement  or  amendment  under the UCC (or other
filings under similar applicable law) in effect in any jurisdiction with respect
to the security  interest  created  hereby and (iii) take such further action as
the Secured  Party may  reasonably  request,  including  using its  commercially
reasonable  efforts to secure all  approvals  necessary or  appropriate  for the
assignment  to or for  the  benefit  of the  Secured  Party  of any  contractual
obligation,  including  any IP  license,  held by the Grantor and to enforce the
security interests granted hereunder.

                                       6
<PAGE>
     SECTION 4.2 PLEDGED COLLATERAL.

     (a) DELIVERY OF PLEDGED  COLLATERAL.  The Grantor  shall (i) deliver to the
Secured  Party,  in  suitable  form  for  transfer  and in  form  and  substance
satisfactory to the Secured Party, (A) all Pledged  Certificated Stock issued by
the Grantor or Subsidiary  (B) all Pledged Debt  Instruments,  and (C) all other
certificates and instruments  evidencing Pledged  Investment  Property issued by
the Grantor or Subsidiary.

     (b) EVENT OF DEFAULT.  During the  continuance of an Event of Default,  the
Secured Party shall have the right,  at any time in its  discretion  and without
notice to the  Grantor,  to (i) transfer to or to register in its name or in the
name of its nominees any Pledged Collateral or any Pledged  Investment  Property
and (ii) exchange any  certificate or instrument  representing or evidencing any
Pledged  Collateral  or any Pledged  Investment  Property  for  certificates  or
instruments of smaller or larger denominations.

     (c) CASH  DISTRIBUTIONS  WITH  RESPECT  TO  PLEDGED  COLLATERAL.  Except as
provided in Article V hereof  during an Event of Default,  the Grantor  shall be
entitled  to receive  all cash  distributions  paid in  respect  of the  Pledged
Collateral.

     (d) VOTING  RIGHTS.  Except as provided in Article V hereof during an Event
of Default,  the Grantor  shall be entitled to exercise all voting,  consent and
corporate,  partnership,  limited  liability  company  and  similar  rights with
respect to the Pledged Collateral.

     SECTION 4.3 [RESERVED].

     SECTION 4.4 COMMODITY  CONTRACTS.  The Grantor shall not have any commodity
contract with a value in excess of $10,000.

     SECTION 4.5 DELIVERY OF INSTRUMENTS AND TANGIBLE  CHATTEL PAPER AND CONTROL
OF INVESTMENT PROPERTY, LETTER-OF-CREDIT RIGHTS AND ELECTRONIC CHATTEL PAPER.

     (a) If any amount in excess of $50,000  payable under or in connection with
any  Collateral  owned  by  the  Grantor  shall  be or  become  evidenced  by an
instrument  or tangible  chattel paper other than such  instrument  delivered in
accordance  with  subsection  4.2(a) and in the possession of the Secured Party,
the Grantor shall promptly  notify the Secured Party thereof and, at the Secured
Party's request and option, shall mark all such instruments and tangible chattel
paper with the following legend: "This writing and the obligations  evidenced or
secured hereby are subject to the security interest of Stevia Corp." and, at the
reasonable  request of the Secured Party, shall promptly deliver such instrument
or  tangible  chattel  paper to the  Secured  Party,  duly  indorsed in a manner
satisfactory to the Secured Party.

     (b) The Grantor shall not grant "CONTROL"  (within the meaning of such term
under Article 9-106 of the UCC) over investment  property with a value in excess
of $50,000 in the aggregate to any Person other than the Secured Party.

     (c) If the Grantor is or becomes the beneficiary of a letter of credit that
is (i) a supporting  obligation of any Collateral and (ii) in excess of $50,000,
the Grantor shall promptly, and in any event within five (5) business days after
becoming a beneficiary, notify the Secured Party thereof and upon request of the
Secured Party, use commercially  reasonable  efforts to enter into an assignment
with the Secured  Party,  the issuer of such  letter of credit or any  nominated
person with respect to the letter-of-credit  rights under such letter of credit.
Such assignment shall, unless otherwise agreed by the Secured Party, assign such
letter-of-credit  rights  to the  Secured  Party  and such  assignment  shall be
sufficient to grant control for the purposes of Section 9-107 of the UCC (or any
similar section under any equivalent UCC).

     (d) If any amount in excess of $50,000  payable under or in connection with
any Collateral  owned by the Grantor shall be or become  evidenced by electronic
chattel paper,  the Grantor shall promptly notify the Secured Party thereof and,

                                       7
<PAGE>
at the Secured  Party's  request and option,  shall take all steps  necessary to
grant the Secured  Party  control of all such  electronic  chattel paper for the
purposes  of  Section  9-105  of the UCC  (or  any  similar  section  under  any
equivalent UCC) and all "TRANSFERABLE RECORDS" as defined in each of the Uniform
Electronic Transactions Act and the Electronic Signatures in Global and National
Commerce Act.

     SECTION 4.6 INTELLECTUAL PROPERTY.

     (a) Upon the request of the Secured  Party,  the Grantor  shall deliver the
short-form intellectual property agreements and assignments as described in this
Section 4.6 and any other documents that the Secured Party  reasonably  requests
with respect thereto.

     (b) The Grantor  shall,  unless it determines  otherwise in its  reasonable
business  judgment  and as would  not  reasonably  be  expected  to  result in a
Material Adverse Effect,  (i) (A) continue to use each trademark included in the
Material Intellectual Property in order to maintain such trademark in full force
and effect  with  respect to each  class of goods for which  such  trademark  is
currently used, free from any claim of abandonment for non-use,  (B) maintain at
least the same standards of quality of products and services  offered under such
trademark  as are  currently  maintained  and (C) use  such  trademark  with the
appropriate notice of registration and all other notices and legends required by
applicable  law,  and (ii) not do any act or omit to do any act whereby (w) such
trademark  (or  any  goodwill   associated   therewith)  may  become  destroyed,
invalidated,  impaired  or harmed in any way,  (x) any  patent  included  in the
Material  Intellectual  Property may become forfeited,  misused,  unenforceable,
abandoned or dedicated to the public, (y) any portion of the copyrights included
in the Material Intellectual Property may become invalidated, otherwise impaired
or fall  into  the  public  domain  or (z) any  trade  secret  that is  Material
Intellectual Property may become publicly available or otherwise unprotectable.

     (c) The Grantor shall (i) notify the Secured Party immediately if it knows,
or has reason to know,  that any  application  or  registration  relating to any
Material  Intellectual  Property may become forfeited,  misused,  unenforceable,
abandoned or dedicated to the public, or of any adverse determination  regarding
the validity or enforceability or the Grantor's ownership of, interest in, right
to use, register,  own or maintain any Material Intellectual Property (including
the institution of, or any such determination in, any proceeding relating to the
foregoing in any  Applicable IP Office) and (ii) unless it determines  otherwise
in its reasonable  business  judgment and as would not reasonably be expected to
result in a Material  Adverse Effect,  shall take all actions that are necessary
or  reasonably  requested  by the  Secured  Party to  maintain  and pursue  each
application  (and to obtain the relevant  registration  or  recordation)  and to
maintain each registration and recordation included in the Material Intellectual
Property subject to the Grantor's exercise of its reasonable business judgment.

     (d) In the event that any Material  Intellectual Property of the Grantor is
or has been infringed, misappropriated,  violated, diluted or otherwise impaired
by a third  party,  the Grantor  shall,  unless it  determines  otherwise in its
reasonable  business  judgment and as would not reasonably be expected to result
in  a  Material  Adverse  Effect,  take  such  action  as  it  reasonably  deems
appropriate under the  circumstances in response thereto,  including by bringing
suit and seeking recovery for damages therefor.

     (e) The Grantor  shall execute and deliver to the Secured Party in form and
substance reasonably  acceptable to the Secured Party and suitable for filing in
the  Applicable  IP  Office  the  short-form   intellectual   property  security
agreements  in the form  attached  hereto  as  Annex 2 for all  U.S.  registered
Copyrights,  Trademarks and Patents (and applications for such registrations) of
the Grantor.

     SECTION 4.7 [RESERVED].

     SECTION 4.8 NOTICE OF COMMERCIAL  TORT CLAIMS.  The Grantor agrees that, if
it shall  acquire any  interest in any  commercial  tort claim,  (i) the Grantor
shall,  promptly upon such  acquisition,  deliver to the Secured Party,  in each

                                       8
<PAGE>
case in form and substance  satisfactory  to the Secured  Party, a notice of the
existence and nature of such  commercial tort claim and a supplement to Schedule
1 containing a specific  description of such commercial tort claim, (ii) Section
2.1 shall  apply to such  commercial  tort claim and (iii) at the request of the
Secured Party,  the Grantor shall execute and deliver to the Secured  Party,  in
each case in form and substance satisfactory to the Secured Party, any document,
and take  all  other  action,  deemed  by the  Secured  Party  to be  reasonably
necessary or  appropriate  for the Secured Party to obtain a perfected  security
interest  having at least the  priority  set  forth in  Section  3.2 in all such
commercial tort claims.  Any supplement to Schedule 1 delivered pursuant to this
Section 4.8 shall,  after the receipt thereof by the Secured Party,  become part
of   Schedule  1  for  all   purposes   hereunder   other  than  in  respect  of
representations and warranties made prior to the date of such receipt.

     SECTION 4.9 [RESERVED].

     SECTION 4.10 CERTAIN ACTIONS NOT REQUIRED.  Notwithstanding anything to the
contrary  set  forth in this  Article  IV,  (a) other  than the  filing of a UCC
financing  statement,  no actions  shall be  required  to perfect  the  security
interest granted hereunder in (i) letters of credit and letter-of-credit  rights
that do not constitute  supporting  obligations in respect of other  Collateral,
(ii)  Vehicles and other assets  subject to  certificates  of title or ownership
(including,  without  limitation,   aircraft,  airframes,  aircraft  engines  or
helicopters,  or any equipment or other assets  constituting a part thereof,  in
each  case  to  the  extent  subject  to  Federal   Aviation  Act   registration
requirements,  and rolling stock) and (iii) any  specifically  identified  asset
with  respect  to which the  Secured  Party has  determined  (in its  reasonable
judgment)  that the costs of  obtaining,  perfecting  or  maintaining a security
interest in such asset exceeds the fair market value or the practical benefit to
the Secured Parties afforded  thereby,  (b) the Grantor shall not be required to
complete any filings or other actions in any jurisdiction  outside of the United
States or any State thereof to perfect the security  interest granted  hereunder
in assets or property  located or titled  outside the United  States and (c) the
Grantor shall not be required to deliver any foreign law governed  equity pledge
agreements with respect to the equity  interests of any foreign  subsidiaries of
the Company.

                                   ARTICLE V

                               REMEDIAL PROVISIONS

     SECTION 5.1 CODE AND OTHER REMEDIES.

     (a) UCC  REMEDIES.  Solely  during the  continuance  of an Event of Default
under the Note, the Secured Party may exercise,  in addition to all other rights
and remedies  granted to it in this  Agreement  and in any other  instrument  or
agreement securing, evidencing or relating to any Secured Obligation, all rights
and remedies of a secured party under the UCC or any other applicable law.

     (b)  DISPOSITION  OF  COLLATERAL.  Without  limiting the  generality of the
foregoing, the Secured Party may, without demand of performance or other demand,
presentment,  protest,  advertisement  or notice of any kind  (except any notice
required by law  referred  to below) to or upon the Grantor or any other  Person
(all and each of which demands, defenses,  advertisements and notices are hereby
waived),  during the continuance of any Event of Default  (personally or through
its agents or  attorneys),  (i) enter upon the premises  where any Collateral is
located, without any obligation to pay rent, through self-help, without judicial
process,  without first  obtaining a final judgment or giving the Grantor or any
other Person notice or opportunity for a hearing on the Secured Party's claim or
action, (ii) collect,  receive,  appropriate and realize upon any Collateral and
(iii) sell, assign,  convey,  transfer,  grant option or options to purchase and
deliver any Collateral  (enter into agreements to do any of the  foregoing),  in
one or more  parcels  at  public or  private  sale or  sales,  at any  exchange,
broker's  board or office of the Secured Party or elsewhere  upon such terms and
conditions as it may deem  advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without  assumption of any credit risk.
The Secured Party shall have the right,  upon any such public sale or sales and,
to the  extent  permitted  by the UCC and other  applicable  law,  upon any such

                                       9
<PAGE>
private sale, to purchase the whole or any part of the Collateral so sold,  free
of any right or equity of  redemption  of the Grantor,  which right or equity is
hereby waived and released.

     (c) MANAGEMENT OF THE COLLATERAL.  The Grantor further agrees, that, during
the continuance of any Event of Default,  (i) at the Secured Party's request, it
shall  assemble the  Collateral  and make it  available to the Secured  Party at
places that the Secured Party shall reasonably select,  whether at the Grantor's
premises or elsewhere,  (ii) without  limiting the foregoing,  the Secured Party
also has the right to require  that the  Grantor  store and keep any  Collateral
pending further action by the Secured Party and, while any such Collateral is so
stored  or kept,  provide  such  guards  and  maintenance  services  as shall be
necessary to protect the same and to preserve and maintain  such  Collateral  in
good condition, (iii) until the Secured Party is able to sell, assign, convey or
transfer any  Collateral,  the Secured Party shall have the right to hold or use
such  Collateral  to the extent  that it deems  appropriate  for the  purpose of
preserving  the  Collateral  or  its  value  or for  any  other  purpose  deemed
appropriate  by the  Secured  Party and (iv) the  Secured  Party  may,  if it so
elects,  seek the  appointment of a receiver or keeper to take possession of any
Collateral and to enforce any of the Secured Party's  remedies,  with respect to
such  appointment  without prior notice or hearing as to such  appointment.  The
Secured  Party  shall not have any  obligation  to the  Grantor to  maintain  or
preserve the rights of the Grantor as against  third parties with respect to any
Collateral while such Collateral is in the possession of the Secured Party.

     (d)  APPLICATION  OF  PROCEEDS.  The  Secured  Party  shall  apply the cash
proceeds of any action taken by it pursuant to this Section 5.1, after deducting
all reasonable costs and expenses of every kind incurred in connection therewith
or  incidental  to the  care  or  safekeeping  of any  Collateral  or in any way
relating  to the  Collateral  or the  rights  of the  Secured  Party  hereunder,
including  reasonable and documented (in reasonable  detail) attorneys' fees and
disbursements,  to the payment in whole or in part of the  Secured  Obligations,
and only after such  application  and after the payment by the Secured  Party of
any other amount  required by any applicable law, need the Secured Party account
for the surplus, if any, to the Grantor.

     (e) DIRECT OBLIGATION.  The Secured Party shall not be required to make any
demand upon,  or pursue or exhaust any right or remedy  against,  the Grantor or
any other  Person with respect to the payment of the Secured  Obligations  or to
pursue or exhaust any right or remedy with respect to any Collateral therefor or
any direct or indirect guaranty  thereof.  All of the rights and remedies of the
Secured Party shall be cumulative, may be exercised individually or concurrently
and not  exclusive  of any other rights or remedies  provided by any  applicable
law. To the extent it may lawfully do so, the Grantor absolutely and irrevocably
waives and  relinquishes  the benefit and  advantage  of, and  covenants  not to
assert against the Secured Party, any valuation, stay, appraisement,  extension,
redemption  or similar  laws and any and all rights or defenses it may have as a
surety,  now or hereafter  existing,  arising out of the exercise by them of any
rights  hereunder.  If any notice of a proposed sale or other disposition of any
Collateral shall be required by law, such notice shall be deemed  reasonable and
proper if given at least ten (10) days before such sale or other disposition.

     (f)  COMMERCIALLY  REASONABLE.  To the extent that  applicable  law imposes
duties on the Secured Party to exercise  remedies in a  commercially  reasonable
manner,  the  Grantor  acknowledges  and  agrees  that  it is  not  commercially
unreasonable for the Secured Party to do any of the following:

         (i) fail to incur  significant  costs,  expenses  or other  liabilities
reasonably  deemed as such by the Secured  Party to prepare any  Collateral  for
disposition  or  otherwise  to complete  raw  material  or work in process  into
finished goods or other finished products for disposition;

         (ii) fail to  obtain  permits,  or other  consents,  for  access to any
Collateral to sell or for the collection or sale of any  Collateral,  or, if not
required by other  applicable  law, fail to obtain permits or other consents for
the collection or disposition of any Collateral;

                                       10
<PAGE>
         (iii)  fail to  exercise  remedies  against  account  debtors  or other
Persons  obligated on any  Collateral or to remove Liens on any Collateral or to
remove any adverse claims against any Collateral;

         (iv) advertise  dispositions of any Collateral through  publications or
media of general circulation, whether or not such Collateral is of a specialized
nature, or to contact other Persons,  whether or not in the same business as the
Grantor, for expressions of interest in acquiring any such Collateral;

         (v) exercise  collection  remedies  against  account  debtors and other
Persons  obligated on any Collateral,  directly or through the use of collection
agencies  or  other  collection  specialists,  hire  one  or  more  professional
auctioneers to assist in the disposition of any Collateral,  whether or not such
Collateral is of a specialized  nature,  or, to the extent deemed appropriate by
the Secured  Party,  obtain the services of other brokers,  investment  bankers,
consultants  and  other  professionals  to  assist  the  Secured  Party  in  the
collection or  disposition  of any  Collateral,  or utilize  Internet sites that
provide for the auction of assets of the types  included  in the  Collateral  or
that have the reasonable  capacity of doing so, or that match buyers and sellers
of assets to dispose of any Collateral;

         (vi) dispose of assets in wholesale rather than retail markets;

         (vii) disclaim  disposition  warranties,  such as title,  possession or
quiet enjoyment; or

         (viii) purchase insurance or credit  enhancements to insure the Secured
Party against risks of loss,  collection or  disposition of any Collateral or to
provide  to the  Secured  Party a  guaranteed  return  from  the  collection  or
disposition of any Collateral.

The Grantor acknowledges that the purpose of this Section 5.1(f) is to provide a
non-exhaustive  list of actions or omissions  that are  commercially  reasonable
when  exercising  remedies  against  any  Collateral  and that other  actions or
omissions  by the Secured  Party shall not be deemed  commercially  unreasonable
solely on  account  of not  being  indicated  in this  Section  5.1(f).  Without
limitation upon the foregoing, nothing contained in this Section 5.1(f) shall be
construed  to grant any  rights to the  Grantor  or to impose  any duties on the
Secured  Party that would not have been granted or imposed by this  Agreement or
by applicable law in the absence of this Section 5.1(f).

     (g) IP LICENSES.  For the purpose of enabling the Secured Party to exercise
rights  and  remedies  under  this  Section  5.1  (including  in  order  to take
possession of, collect, receive, assemble, process, appropriate, remove, realize
upon,  sell,  assign,  convey,   transfer  or  grant  options  to  purchase  any
Collateral)  at such time as the Secured  Party  shall be  lawfully  entitled to
exercise  such rights and  remedies,  the Grantor  hereby  grants to the Secured
Party, (i) an irrevocable,  nonexclusive, worldwide license (exercisable without
payment of royalty or other  compensation  to the  Grantor),  including  in such
license the right to sublicense,  use and practice any Intellectual Property now
owned or hereafter  acquired by the Grantor and access to all media in which any
of the licensed items may be recorded or stored and to all Software and programs
used for the  compilation or printout  thereof and (ii) an  irrevocable  license
(without  payment of rent or other  compensation to the Grantor) to use, operate
and occupy all real property  owned,  operated,  leased,  subleased or otherwise
occupied  by the  Grantor.  Nothing  in the  foregoing  license  grant  shall be
construed  as granting  the  Secured  Party  rights in and to such  Intellectual
Property above and beyond (x) the rights to such Intellectual  Property that the
Grantor has  reserved  for itself and (y) in the case of  Intellectual  Property
that is  licensed  to the  Grantor  by a third  party,  the  extent to which the
Grantor  has the  right  to grant a  sublicense  to such  Intellectual  Property
hereunder).

                                       11
<PAGE>
SECTION 5.2  ACCOUNTS  AND  PAYMENTS IN RESPECT OF GENERAL  INTANGIBLES.  (a) If
required by the Secured Party at any time during the  continuance of an Event of
Default,  any payment of accounts or payment in respect of general  intangibles,
when collected by the Grantor,  shall be promptly (and, in any event, within two
(2) business  days)  delivered by the Grantor in the exact form  received,  duly
indorsed by the Grantor to the Secured Party. Until so turned over, such payment
shall be held by the Grantor in trust for the  Secured  Party,  segregated  from
other funds of the  Grantor.  Each such  deposit of  proceeds  of  accounts  and
payments  in respect of general  intangibles  shall,  if required by the Secured
Party,  be accompanied by a report  identifying in reasonable  detail the nature
and source of the payments included in the deposit.

     (b) At any time during the continuance of an Event of Default:

         (i) the Grantor shall, upon the Secured Party's request, deliver to the
Secured Party all original and other documents evidencing,  and relating to, the
agreements  and  transactions  that gave rise to any  account or any  payment in
respect of general  intangibles,  including  all original  orders,  invoices and
shipping  receipts  and notify  account  debtors  that the  accounts  or general
intangibles  have  been  collaterally  assigned  to the  Secured  Party and that
payments in respect thereof shall be made directly to the Secured Party;

         (ii) the  Secured  Party may,  without  notice,  at any time during the
continuance  of an Event of Default,  limit or  terminate  the  authority of the
Grantor to collect its accounts or amounts due under general  intangibles or any
thereof and, in its own name or in the name of others,  communicate with account
debtors to verify with them to the Secured Party's  satisfaction  the existence,
amount and terms of any account or amounts due under any general intangible.  In
addition, the Secured Party may at any time enforce the Grantor's rights against
such account debtors and obligors of general intangibles; and

         (iii) the Grantor  shall take all actions,  deliver all  documents  and
provide all information  necessary or reasonably  requested by the Secured Party
to ensure any Internet Domain Name is registered.

     (c) Anything  herein to the  contrary  notwithstanding,  the Grantor  shall
remain  liable  under  each  account  and each  payment  in  respect  of general
intangibles  to observe and perform all the  conditions  and  obligations  to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise thereto.  The Secured Party shall not have any obligation
or  liability  under any  agreement  giving  rise to an  account or a payment in
respect of a general intangible by reason of the receipt by the Secured Party of
any payment  relating  thereto,  nor shall the Secured Party be obligated in any
manner to  perform  any  obligation  of the  Grantor  under or  pursuant  to any
agreement  giving  rise to an  account  or a  payment  in  respect  of a general
intangible,  to make any  payment,  to make any  inquiry as to the nature or the
sufficiency  of  any  payment  received  by it or as to the  sufficiency  of any
performance by any party  thereunder,  to present or file any claim, to take any
action to enforce any  performance or to collect the payment of any amounts that
may have  been  assigned  to it or to which  it may be  entitled  at any time or
times.

     SECTION 5.3 PLEDGED COLLATERAL.

     (a) VOTING  RIGHTS.  During the  continuance  of an Event of Default,  upon
notice by the Secured Party to the Grantor, the Secured Party or its nominee may
exercise (i) any voting,  consent,  corporate and other right  pertaining to the
Pledged Collateral at any meeting of shareholders,  partners or members,  as the
case may be,  of the  relevant  issuer  or  issuers  of  Pledged  Collateral  or
otherwise,  provided  that such  rights  shall be  exercised  only to the extent
necessary to protect the Secured Party's  interests in the Collateral,  and (ii)
any  right  of  conversion,  exchange  and  subscription  and any  other  right,
privilege  or option  pertaining  to the  Pledged  Collateral  as if it were the
absolute  owner thereof  (including  the right to exchange at its discretion any
Pledged Collateral upon the merger, amalgamation, consolidation, reorganization,
recapitalization  or other  fundamental  change in the  corporate or  equivalent
structure of any issuer of Pledged  Stock,  the right to deposit and deliver any

                                       12
<PAGE>
Pledged Collateral with any committee,  depositary, transfer agent, registrar or
other designated  agency upon such terms and conditions as the Secured Party may
determine),  all  without  liability  except to account  for  property  actually
received by it; provided,  however, that the Secured Party shall have no duty to
the Grantor to exercise  any such  right,  privilege  or option and shall not be
responsible  for any failure to do so or delay in so doing.  The  Secured  Party
rights  under this  subsection  5.3(a) shall  immediately  cease and any voting,
consent,  corporate and other rights hereunder shall automatically revert to the
Grantor  upon  cure or  waiver  of such  Event of  Default,  provided  that such
revision shall not impair the validity or effectiveness of any vote, consent, or
action taken before the cure or waiver of such Event of Default.

     (b) PROXIES.  In order to permit the Secured  Party to exercise  during the
continuance of an Event of Default the voting and other  consensual  rights that
it may be entitled to exercise  pursuant hereto and to receive all dividends and
other  distributions  that it may be  entitled  to  receive  hereunder,  (i) the
Grantor  shall  promptly  execute  and  deliver  (or  cause to be  executed  and
delivered) to the Secured Party all such proxies,  dividend  payment  orders and
other instruments as the Secured Party may from time to time reasonably  request
and (ii)  without  limiting the effect of clause (i) above,  the Grantor  hereby
grants to the Secured  Party  during the  continuance  of an Event of Default an
irrevocable  proxy  to vote  all or any part of the  Pledged  Collateral  and to
exercise all other rights, powers,  privileges and remedies to which a holder of
the  Pledged  Collateral  would be  entitled  (including  giving or  withholding
written  consents of  shareholders,  partners  or  members,  as the case may be,
calling special meetings of shareholders,  partners or members,  as the case may
be, and voting at such meetings), which proxy shall be effective,  automatically
and without the necessity of any action  (including  any transfer of any Pledged
Collateral  on the  record  books of the  issuer  thereof)  by any other  person
(including  the  issuer  of such  Pledged  Collateral  or any  officer  or agent
thereof)  during the  continuance  of an Event of Default  and which proxy shall
only terminate upon the earlier of (x) cure or waiver of the applicable Event of
Default  and  (y) the  indefeasible  payment  in  full  in  cash of the  Secured
Obligations.

     (c) AUTHORIZATION OF ISSUERS.  The Grantor hereby expressly and irrevocably
authorizes and  instructs,  without any further  instructions  from the Grantor,
each issuer of any Pledged  Collateral  pledged  hereunder by the Grantor to (i)
comply with any  instruction  received  by it from the Secured  Party in writing
that  states  that an  Event  of  Default  is  continuing  and is  otherwise  in
accordance  with the terms of this  Agreement  and the Grantor  agrees that such
issuer shall be fully protected from  liabilities to the Grantor in so complying
and (ii) unless otherwise  expressly  permitted hereby, pay any dividend or make
any other payment with respect to the Pledged Collateral directly to the Secured
Party.

     SECTION 5.4 PROCEEDS TO BE TURNED OVER TO AND HELD BY SECURED PARTY. Unless
otherwise  expressly provided in this Agreement,  all proceeds of any Collateral
received by the Grantor  hereunder in cash or cash equivalents  shall be held by
the Grantor in trust for the Secured Party,  segregated  from other funds of the
Grantor, and shall,  promptly upon receipt by the Grantor, be turned over to the
Secured Party in the exact form received (with any necessary endorsement).

     SECTION 5.5 SALE OF PLEDGED COLLATERAL.

     (a) The Grantor recognizes that the Secured Party may be unable to effect a
public  sale  of any  Pledged  Collateral  by  reason  of  certain  prohibitions
contained in the Securities Act and applicable state or foreign  securities laws
or otherwise or may determine that a public sale is impracticable, not desirable
or not  commercially  reasonable  and,  accordingly,  may  resort to one or more
private sales thereof to a restricted  group of purchasers that shall be obliged
to agree,  among other things,  to acquire such securities for their own account
for investment and not with a view to the  distribution or resale  thereof.  The
Grantor  acknowledges and agrees that any such private sale may result in prices
and  other  terms  less  favorable  than if such  sale  were a public  sale and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed to have been made in a commercially  reasonable manner. The Secured Party
shall be under no obligation to delay a sale of any Pledged  Collateral  for the
period  of time  necessary  to  permit  the  issuer  thereof  to  register  such
securities for public sale under the Securities  Act or under  applicable  state
securities laws even if such issuer would agree to do so.

                                       13
<PAGE>
     (b) The Grantor agrees to do or cause to be done all such other acts as may
be necessary to make such sale or sales of any portion of the Pledged Collateral
pursuant to Section 5.1 and this Section 5.5 valid and binding and in compliance
with all  applicable  law.  The  Grantor  further  agrees  that a breach  of any
covenant contained herein will cause irreparable injury to the Secured, that the
Secured Party has no adequate  remedy at law in respect of such breach and, as a
consequence, that each and every covenant contained herein shall be specifically
enforceable against the Grantor, and the Grantor hereby waives and agrees not to
assert any defense against an action for specific  performance of such covenants
except for a defense that no Event of Default has occurred  under the Note.  The
Grantor waives any and all rights of contribution  or subrogation  upon the sale
or  disposition  of all or any portion of the Pledged  Collateral by the Secured
Party.

     SECTION 5.6 DEFICIENCY.  The Grantor shall remain liable for any deficiency
if the  proceeds  of any  sale  or  other  disposition  of  any  Collateral  are
insufficient  to pay the Secured  Obligations  and reasonable and documented (in
reasonable detail) out-of-pocket fees and disbursements of any attorney employed
by the Secured Party to collect such deficiency.

                                   ARTICLE VI

                                 AUTHORIZATIONS

     SECTION 6.1 SECURED PARTY'S APPOINTMENT AS ATTORNEY-IN-FACT.

     (a) The Grantor  hereby  irrevocably  constitutes  and appoints the Secured
Party and any related person thereof,  with full power of  substitution,  as its
true and lawful  attorney-in-fact  with full irrevocable  power and authority in
the place and stead of the  Grantor and in the name of the Grantor or in its own
name, for the purpose of carrying out the terms of this Agreement,  the Purchase
Agreement  and the Note,  to take any  appropriate  action  and to  execute  any
document or  instrument  that may be necessary or  desirable to  accomplish  the
purposes of this  Agreement,  the Purchase  Agreement and the Note,  and without
limiting the generality of the  foregoing,  the Grantor hereby gives the Secured
Party and its  related  persons the power and right,  on behalf of the  Grantor,
without  notice to or assent by the Grantor,  to do any of the following when an
Event of Default shall be continuing:

         (i) in the  name of the  Grantor,  in its own name or  otherwise,  take
possession  of and indorse and collect any check,  draft,  note,  acceptance  or
other  instrument  for the  payment of moneys  due under any  account or general
intangible  or with respect to any other  Collateral  and file any claim or take
any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Purchase Agreement and the Note for the purpose of collecting
any such moneys due under any account or general  intangible  or with respect to
any other Collateral whenever payable;

         (ii) in the case of any  Intellectual  Property owned by or licensed to
the Grantor,  execute,  deliver and have  recorded any document that the Secured
Party may request to evidence,  effect,  publicize or record the Secured Party's
security  interest in such  Intellectual  Property  and the goodwill and general
intangibles of the Grantor relating thereto or represented thereby;

         (iii)  pay  or  discharge  taxes  and  Liens  levied  or  placed  on or
threatened against any Collateral, effect any repair or pay any insurance called
for by the terms of this Agreement;

         (iv) execute,  in connection  with any sale provided for in Section 5.1
or 5.5, any document to effect or otherwise necessary or appropriate in relation
to evidence the sale of any Collateral; or

         (v) (A) direct any party liable for any payment under any Collateral to
make  payment  of any moneys due or to become  due  thereunder  directly  to the
Secured Party or as the Secured  Party shall direct,  (B) ask or demand for, and
collect and receive  payment of and receipt  for,  any moneys,  claims and other

                                       14
<PAGE>
amounts  due or to become due at any time in  respect  of or arising  out of any
Collateral,  (C) sign and indorse any invoice,  freight or express bill, bill of
lading,  storage  or  warehouse  receipt,  draft  against  debtors,  assignment,
verification,  notice and other document in connection with any Collateral,  (D)
commence and prosecute any suit, action or proceeding at law or in equity in any
court of competent  jurisdiction  to collect any  Collateral  and to enforce any
other  right in  respect of any  Collateral,  (E)  defend  any  actions,  suits,
proceedings,  audits,  claims,  demands,  orders or disputes brought against the
Grantor with respect to any  Collateral,  (F) settle,  compromise  or adjust any
such actions,  suits,  proceedings,  audits, claims, demands, orders or disputes
and, in connection  therewith,  give such  discharges or releases as the Secured
Party may deem  appropriate,  (G) assign any Intellectual  Property owned by the
Grantor or any IP Licenses of the Grantor throughout the world on such terms and
conditions and in such manner as the Secured Party shall in its sole  discretion
determine,  including  the  execution  and filing of any  document  necessary to
effectuate or record such assignment and (H) generally,  sell,  assign,  convey,
transfer or grant a Lien on, make any  agreement  with respect to and  otherwise
deal with,  any  Collateral as fully and  completely as though the Secured Party
were the absolute owner thereof for all purposes and do, at the Secured  Party's
option,  at any time or from time to time,  all acts and things that the Secured
Party deems  necessary to protect,  preserve or realize upon any  Collateral and
the Secured Party's security  interests therein and to effect the intent of this
Agreement,  the Purchase Agreement and the Note, all as fully and effectively as
the Grantor might do.

         (vi) If the  Grantor  fails to perform or comply  with any  contractual
obligation  contained herein,  the Secured Party, at its option, but without any
obligation so to do, may perform or comply,  or otherwise  cause  performance or
compliance, with such contractual obligation.

     (b) The expenses of the Secured Party  incurred in connection  with actions
undertaken as provided in this Section 6.1,  together with interest thereon at a
rate set forth in the Note, from the date of payment by the Secured Party to the
date  reimbursed by the Grantor,  shall be payable by the Grantor to the Secured
Party.

     (c) The Grantor hereby  ratifies all that said attorneys  shall lawfully do
or cause to be done by virtue of this Section  6.1.  All powers,  authorizations
and agencies  contained in this  Agreement  are coupled with an interest and are
irrevocable  until this  Agreement  is  terminated  and the  security  interests
created hereby are released.

     SECTION  6.2  AUTHORIZATION  TO  FILE  FINANCING  STATEMENTS.  The  Grantor
authorizes the Secured Party and its related persons,  at any time and from time
to time, to file or record financing  statements,  amendments thereto, and other
filing or recording  documents or instruments  with respect to any Collateral in
such  form  and in such  offices  as the  Secured  Party  reasonably  determines
appropriate  to perfect,  or continue or maintain  perfection  of, the  security
interests  of the  Secured  Party  under  this  Agreement,  and  such  financing
statements and amendments  may describe the Collateral  covered  thereby as "all
assets of the debtor, wherever located,  whether now owned or hereafter acquired
or arising" or words of similar import. A photographic or other  reproduction of
this Agreement  shall be sufficient as a financing  statement or other filing or
recording  document or instrument  for filing or recording in any  jurisdiction.
The Grantor also hereby ratifies its authorization for the Secured Party to have
filed any initial  financing  statement or amendment  thereto  under the UCC (or
other  similar  laws) in effect in any  jurisdiction  if filed prior to the date
hereof.  The  Grantor  hereby (i)  waives  any right  under the UCC or any other
applicable  law to  receive  notice  and/or  copies  of any  filed  or  recorded
financing statements,  amendments thereto,  continuations thereof or termination
statements  and (ii) releases and excuses the Secured Party from any  obligation
under the UCC or any other  applicable  law to  provide  notice or a copy of any
such filed or recorded documents.

     SECTION 6.3 DUTY;  OBLIGATIONS  AND  LIABILITIES.  The Secured Party's sole
duty with respect to the custody,  safekeeping and physical  preservation of the
Collateral in its possession  shall be to deal with it in the same manner as the
Secured  Party  deals with  similar  property  for its own  account.  The powers

                                       15
<PAGE>
conferred  on the  Secured  Party  hereunder  are solely to protect  the Secured
Party's  interest  in the  Collateral  and  shall not  impose  any duty upon the
Secured  Party  to  exercise  any  such  powers.  The  Secured  Party  shall  be
accountable  only for amounts  that it  receives as a result of the  exercise of
such powers,  and neither it nor any of its related persons shall be responsible
to the  Grantor  for any act or failure to act  hereunder,  except for their own
gross  negligence  or willful  misconduct  as finally  determined  by a court of
competent  jurisdiction.  In addition,  the Secured Party shall not be liable or
responsible for any loss or damage to any  Collateral,  or for any diminution in
the  value  thereof,  by  reason  of the act or  omission  of any  warehousemen,
carrier,  forwarding  agency,  consignee or other bailee if such Person has been
selected by the Secured Party in good faith.

     SECTION 6.4 .  OBLIGATIONS  AND  LIABILITIES  WITH  RESPECT TO  COLLATERAL.
Neither the Secured  Party nor any related  person  thereof  shall be liable for
failure to demand,  collect or realize upon any  Collateral  or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral  upon the request of the  Grantor or any other  Person or to take any
other action  whatsoever with regard to any Collateral.  The powers conferred on
the Secured Party  hereunder shall not impose any duty upon the Secured Party to
exercise any such powers.

                                  ARTICLE VII

                                  MISCELLANEOUS

     SECTION 7.1 REINSTATEMENT. The Grantor agrees that, if any payment made the
Grantor and applied to the Secured Obligations is at any time annulled, avoided,
set aside, rescinded,  invalidated, declared to be fraudulent or preferential or
otherwise  required to be refunded or repaid,  or the proceeds of any Collateral
are  required  to be  returned  by the  Secured  Party to  Grantor,  its estate,
trustee, receiver or any other party, including the Grantor under any bankruptcy
law, state or federal law, common law or equitable cause, then, to the extent of
such payment or repayment,  any Lien or other Collateral securing such liability
shall be and remain in full force and  effect,  as fully as if such  payment had
never been made. If, prior to any of the foregoing, any Lien or other Collateral
securing  the  Grantor's   liability  hereunder  shall  have  been  released  or
terminated by virtue of the foregoing,  such Lien, other Collateral or provision
shall  be  reinstated  in  full  force  and  effect  and  such  prior   release,
termination,  cancellation or surrender shall not diminish,  release, discharge,
impair or otherwise  affect the obligations of any the Grantor in respect of any
Lien or other Collateral securing such obligation or the amount of such payment.

     SECTION 7.2  RELEASE OF  COLLATERAL.  Upon full  payment of the amounts due
under the Note or full  conversion  of the Note  pursuant  to Section 4.1 of the
Note by the  Grantor,  the  Collateral  shall be released  from the Lien created
hereby and this Agreement and all obligations (other than those expressly stated
to survive  such  termination)  of the Secured  Party and the Grantor  hereunder
shall  terminate,  all without  delivery of any instrument or performance of any
act by any party,  and all rights to the Collateral shall revert to the Grantor.
At the request of the Grantor following any such termination,  the Secured Party
shall  deliver to the Grantor any  Collateral of the Grantor held by the Secured
Party  hereunder  and execute and deliver to the Grantor  such  documents as the
Grantor shall reasonably request to evidence such termination.

     SECTION  7.3  INDEPENDENT  OBLIGATIONS.  The  obligations  of  the  Grantor
hereunder are independent of and separate from the Secured  Obligations.  If any
Secured  Obligation  is not paid when due,  or upon any  Event of  Default,  the
Secured Party may, at its sole election,  proceed directly and at once,  without
notice,  against the Grantor and any  Collateral to collect and recover the full
amount of any Secured  Obligation then due, without first proceeding against any
the Grantor or any other Collateral and without first joining the Grantor in any
proceeding.

     SECTION 7.4 NO WAIVER BY COURSE OF CONDUCT.  The Secured Party shall not by
any act  (except  by a written  instrument  pursuant  to  Section  7.5),  delay,
indulgence,  omission or  otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Event of Default. No failure to exercise,
nor any delay in exercising,  on the part of any Secured Party, any right, power

                                       16
<PAGE>
or privilege  hereunder shall operate as a waiver thereof.  No single or partial
exercise of any right, power or privilege  hereunder shall preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
A waiver  by the  Secured  Party of any  right or  remedy  hereunder  on any one
occasion shall not be construed as a bar to any right or remedy that the Secured
Party would otherwise have on any future occasion.

     SECTION 7.5 AMENDMENTS IN WRITING.  None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except upon
the mutual written  agreement of the parties  hereto;  provided,  however,  that
annexes to this Agreement may be supplemented (but no existing provisions may be
modified  and no  Collateral  may be released)  through  Pledge  Amendments,  in
substantially  the form of Annex 1, duly  executed by the Secured  Party and the
Grantor.

     SECTION 7.6 ADDITIONAL PLEDGED COLLATERAL.

     (a) PLEDGE AMENDMENTS. To the extent any Pledged Collateral is delivered as
required  hereunder  after the date hereof,  the Grantor  shall deliver a pledge
amendment duly executed by the Grantor in substantially  the form of Annex 1 (or
in such other form as the Secured Party may reasonably request) (each, a "PLEDGE
AMENDMENT").  The Grantor  authorizes  the  Secured  Party to attach each Pledge
Amendment to this Agreement.

     SECTION  7.7  NOTICES.  All  notices,  requests  and demands to or upon the
Secured Party or the Grantor  hereunder shall be effected in the manner provided
for in the Purchase Agreement.

     SECTION 7.8  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
the  successors and assigns of the Grantor and shall inure to the benefit of the
Secured Party and its successors and permitted assigns; provided,  however, that
the  Grantor  may  not  assign,  transfer  or  delegate  any  of its  rights  or
obligations  under  this  Agreement  without  the prior  written  consent of the
Secured Party.

     SECTION 7.9  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by different  parties in separate  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.  Signature  pages may be
detached  from  multiple   separate   counterparts  and  attached  to  a  single
counterpart.  Delivery  of an  executed  signature  page  of this  Agreement  by
facsimile  transmission or by Electronic  Transmission  shall be as effective as
delivery of a manually executed counterpart hereof.

     SECTION 7.10  SEVERABILITY.  In the event any one or more of the provisions
contained  in this  Agreement  shall,  for any  reason,  be held to be  invalid,
illegal, or unenforceable in whole or in part or in any respect, or in the event
any  one  or  more  of  the  provisions  of  this  Agreement  operate  or  would
prospectively operate to invalidate this Agreement, such invalidity, illegality,
or unenforceability  shall not affect any other provision of this Agreement.  In
such instance, this Agreement shall be construed as if such invalid, illegal, or
unenforceable  provision  had never  been  contained  herein  and the  remaining
provisions of this Agreement shall remain operative and in full force and effect
and in no way shall be affected, prejudiced or disturbed thereby.

     SECTION 7.11 GOVERNING  LAW. This Agreement and all actions  arising out of
or in  connection  with this  Agreement  shall be governed by and  construed  in
accordance  with  the laws of the  State  of  Colorado,  without  regard  to the
conflict of laws provisions of the State of Colorado or of any other state.

     SECTION  7.12  WAIVER OF JURY  TRIAL.  THE  PARTIES  HERETO,  TO THE EXTENT
PERMITTED  BY LAW,  WAIVE ALL  RIGHT TO TRIAL BY JURY IN ANY  ACTION,  SUIT,  OR
PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION  CONTEMPLATED  HEREBY OR THEREBY.
THIS WAIVER APPLIES TO ANY ACTION,  SUIT OR PROCEEDING WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE.

                            [Signature Pages Follow]

                                       17
<PAGE>
     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
duly executed and delivered as of the date first above written.

                                 GRANTOR:

                                 YOPCP, LLC

                                 By:
                                    --------------------------------------------
                                 Name:
                                 Title:

                                 SECURED PARTY:

                                 STEVIA CORP.

                                 By:
                                    --------------------------------------------
                                 Name:
                                 Title:




              [YOPCP/Stevia - Signature Page to Security Agreement]

                                       18