sec document




                                                                   Exhibit 10.10

                     AMENDED AND RESTATED SECURITY AGREEMENT
                     ---------------------------------------


         THIS AMENDED AND RESTATED  SECURITY  AGREEMENT  (the  "AGREEMENT"),  is
entered into and made effective as of November __, 2005, by and between ENCLAVES
GROUP, INC., a Delaware corporation (f/ka/ Alliance Towers, Inc.) (the "COMPANY"
or the "PARENT"),  and CORNELL  PARTNERS,  LP.  ("CORNELL"),  MONTGOMERY  EQUITY
PARTNERS,  LTD.  ("MONTGOMERY")  and  HIGHGATE  HOUSE FUNDS,  LTD.  ("HIGHGATE")
(collectively, the "SECURED PARTY").

         WHEREAS,  the Company is the  successor by merger and former  corporate
parent of Enclaves Group, Inc., a Delaware corporation organized on November 17,
2004 ("Enclaves");

         WHEREAS,   Enclaves  issued  to  Cornell  and  Montgomery   convertible
debentures pursuant to that certain Securities Purchase Agreement dated December
28,  2004,  between  Enclaves  and Cornell as the  "Investor"  (the  "SECURITIES
PURCHASE  AGREEMENT"),  in the  original  principal  amount of Five Million Five
Hundred Thousand Dollars  ($5,500,000)(the  "PRIOR DEBENTURES"),  as amended and
restated on May 16, 2005.  Subsequently,  Montgomery  assigned the amount of One
Million  Eight Hundred  Eighty One Thousand Six Hundred Sixy and 77/100  Dollars
($1,881,660.77)  of the Prior Debentures to Highgate  pursuant to the Assignment
Agreement dated August 12, 2005 (the "HIGHGATE ASSIGNMENT"), and Highgate became
a Secured  Party under that  certain  Security  Agreement  of even date with the
Securities Purchase Agreement (the "Security Agreement").

         WHEREAS,  Enclaves  was  acquired by the Company on April 27, 2005 (the
"ACQUISITION").  The Parent assumed the obligations of Enclaves to Secured Party
under the  Securities  Purchase  Agreement and the other  Transaction  Documents
delivered  in  connection  therewith  pursuant to that  certain  Assignment  and
Assumption Agreement dated as of July 1, 2005 (the "ASSUMPTION  AGREEMENT"),  by
and between Enclaves and the Parent,  subject to the  acknowledgment and consent
by the Secured Party;

         WHEREAS,  pursuant to the Assumption  Agreement the Company has assumed
the obligations under the Prior  Debentures,  which obligations with the consent
of the  Secured  Party are  being  amended  and  restated  to  modify  terms and
incorporate   outstanding   accrued   interest  and  costs  (as  restated,   the
"CONVERTIBLE  DEBENTURES"),  which  shall  be  convertible  into  shares  of the
Parent's common stock, par value $0.001 (the "COMMON STOCK") (as converted,  the
"CONVERSION SHARES");

         WHEREAS, the Parent and Enclaves have entered into a plan of merger and
filed articles of merger  effective as of July 8, 2005,  with the Company as the
surviving corporation (the "Merger") receiving all of the assets and liabilities
of the Parent and Enclaves;

         WHEREAS,  as  Enclaves,   the  predecessor  obligor,  has  the  Company
previously  granted  to the  Secured  Party a  security  interest  in all of its
assets,  which security interest the Company hereby acknowledges shall remain in
effect, pursuant to the Security Agreement; and

                                      A-1



         WHEREAS,  to induce the Secured Party to consent to the Acquisition and
accept the  Convertible  Debentures and enter into all ancillary  agreements and
documents (collectively referred to as the "TRANSACTION DOCUMENTS"), the Company
hereby amends and restates this Agreement and reaffirms its grant to the Secured
Party of a  security  interest  in and to the  pledged  property  identified  on
EXHIBIT A hereto (collectively  referred to as the "PLEDGED PROPERTY") until the
satisfaction of the Obligations, as defined herein below.

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

                                   ARTICLE 1.

                         DEFINITIONS AND INTERPRETATIONS

         Section 1.1.      RECITALS.

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

         Section 1.2.      INTERPRETATIONS.

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

         Section 1.3.      OBLIGATIONS SECURED.

         The  obligations  secured  hereby  are any and all  obligations  of the
Company or the Parent now existing or hereinafter incurred to the Secured Party,
whether oral or written and whether arising before,  on or after the date hereof
including,  without  limitation,  those obligations of the Parent to the Secured
Party under the Securities  Purchase  Agreement dated December 28, 2004, and the
Secured Convertible  Debentures,  the Amended and Restated Investor Registration
Rights  Agreement and Irrevocable  Transfer Agent  Instructions all of even date
herewith,  and any other  amounts now or hereafter  owed to the Secured Party by
the Parent thereunder or hereunder (collectively, the "OBLIGATIONS").

                                   ARTICLE 2.

              PLEDGED COLLATERAL, ADMINISTRATION OF COLLATERAL AND
                        TERMINATION OF SECURITY INTEREST
                        --------------------------------

         Section 2.1.      PLEDGED PROPERTY.

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

                                      A-2



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

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

         Section 2.2.      RIGHTS; INTERESTS; ETC.

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

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

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

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

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

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

                                      A-3



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

                 (c)       Each  of the  following  events  shall  constitute  a
default under this Agreement (each an "EVENT OF DEFAULT"):

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

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

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

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

                           (v)    Any  obligation  of  Company  (other  than its
Obligations  under this Agreement) for the payment of borrowed money is not paid
when due or within any applicable grace period, or such obligation becomes or is
declared to be due and payable before the expressed  maturity of the obligation,
or there shall have  occurred an event that,  with the giving of notice or lapse
of time, or both,  would cause any such obligation to become,  or allow any such
obligation to be declared to be, due and payable.

                           (vi)   A  breach  by  the  Company  of  any  material
contract  that would have a material  adverse  affect  upon the  business of the
Company.

                                      A-4




                                   ARTICLE 3.

                          ATTORNEY-IN-FACT; PERFORMANCE
                          -----------------------------

         Section 3.1.      SECURED PARTY APPOINTED ATTORNEY-IN-FACT.

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

         Section 3.2.      SECURED PARTY MAY PERFORM.

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

                                   ARTICLE 4.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         Section 4.1.      AUTHORIZATION; ENFORCEABILITY.

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

         Section 4.2.      OWNERSHIP OF PLEDGED PROPERTY.

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

                                      A-5




                                   ARTICLE 5.

                    DEFAULT; REMEDIES; SUBSTITUTE COLLATERAL
                    ----------------------------------------

         Section 5.1.      DEFAULT AND REMEDIES.

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

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

         Section 5.2.      METHOD OF REALIZING UPON THE PLEDGED PROPERTY;  OTHER
                           REMEDIES.

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

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

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

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

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

                                      A-6



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

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

                           (i)    If the Company  fails to pay such  amounts due
upon the occurrence of an Event of Default which is continuing, then the Secured
Party may institute a judicial  proceeding for the collection of the sums so due
and unpaid,  may prosecute  such  proceeding to judgment or final decree and may
enforce the same against the Company and collect the monies  adjudged or decreed
to be payable in the manner  provided  by law out of the  property  of  Company,
wherever  situated.  The Secured Party may proceed  against the Company  without
proceeding first against any other party,  including,  without  limitation,  the
Parent.

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

         Section 5.3.      PROOFS OF CLAIM.

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

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

                           (ii)   to  collect  and  receive  any monies or other
property  payable or  deliverable on any such claims and to distribute the same;
and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
the Secured  Party to make such  payments to the Secured Party and, in the event
that the Secured Party shall consent to the making of such payments  directed to
the Secured  Party,  to pay to the Secured Party any amounts for expenses due it
hereunder.

                                      A-7



         Section 5.4.      DUTIES REGARDING PLEDGED COLLATERAL.

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

                                   ARTICLE 6.

                              AFFIRMATIVE COVENANTS
                              ---------------------

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

         Section 6.1.      EXISTENCE, PROPERTIES, ETC.

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

         Section 6.2.      FINANCIAL STATEMENTS AND REPORTS.

         The Company shall provide the Security  Party with such  financial data
as the Secured Party may reasonably request,  within a reasonable time after any
such request, including, without limitation the following financial data:

                  (a)      The  balance  sheet of the Company as of the close of
each fiscal year, the statement of earnings and retained earnings of the Company
as of the close of such fiscal year, and statement of cash flows for the Company
for such fiscal year,  all in reasonable  detail,  prepared in  accordance  with
generally accepted accounting principles consistently applied,  certified by the
chief  executive and chief  financial  officers of the Company as being true and
correct  and  accompanied  by a  certificate  of the chief  executive  and chief
financial officers of the Company,  stating that the Company has kept, observed,
performed and fulfilled each covenant,  term and condition of this Agreement and
the other Loan Instruments  during such fiscal year and that no Event of Default

                                      A-8



hereunder has occurred and is continuing, or if an Event of Default has occurred
and is  continuing,  specifying  the nature of same,  the period of existence of
same and the action the Company proposes to take in connection therewith;

                  (b)      A  balance  sheet of the  Company  as of the close of
each month, and statement of earnings and retained earnings of the Company as of
the close of such month, all in reasonable detail, and prepared substantially in
accordance with generally accepted accounting  principles  consistently applied,
certified by the chief executive and chief financial  officers of the Company as
being true and correct; and

                  (c)      Copies of all  accountants'  reports and accompanying
financial  reports  submitted  to the  Company  by  independent  accountants  in
connection with each annual examination of the Company.

         Section 6.3.      ACCOUNTS AND REPORTS.

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

                  (a)      as soon as  available,  a copy of any notice or other
communication  alleging any nonpayment or other material  breach or default,  or
any  foreclosure or other action  respecting any material  portion of its assets
and properties,  received  respecting any of the  indebtedness of the Company in
excess of $50,000 (other than the  Obligations),  or any demand or other request
for  payment  under any  guaranty,  assumption,  purchase  agreement  or similar
agreement or arrangement respecting the indebtedness or obligations of others in
excess of $50,000,  including  any received  from any person acting on behalf of
the Secured Party or beneficiary thereof; and

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

         Section 6.4.      MAINTENANCE OF BOOKS AND RECORDS; INSPECTION.

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

                                      A-9



         Section 6.5.      MAINTENANCE AND INSURANCE.

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

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

         Section 6.6.      CONTRACTS AND OTHER COLLATERAL.

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

         Section 6.7.      DEFENSE OF COLLATERAL, ETC.

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

         Section 6.8.      PAYMENT OF DEBTS, TAXES, ETC.

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

         Section 6.9.      TAXES AND ASSESSMENTS; TAX INDEMNITY.

         The Company  shall (a) file all tax returns and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach

                                      A-10



thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
PROVIDED,  HOWEVER,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

         Section 6.10.     COMPLIANCE WITH LAW AND OTHER AGREEMENTS.

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

         Section 6.11.     NOTICE OF DEFAULT.

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

         Section 6.12.     NOTICE OF LITIGATION.

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

                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

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

         Section 7.1.      LIENS AND ENCUMBRANCES.

         Except for any debt and liens  created  under the  Securities  Purchase
Agreement  and  related  documents,  instruments  and  agreements  of even  date
herewith  between the Company and Secured Party,  the Company shall not directly
or indirectly  make,  create,  incur,  assume or permit to exist any assignment,
transfer,  pledge,  mortgage,  security interest or other lien or encumbrance of
any  nature  in,  to or  against  any  part of the  Pledged  Property  or of the

                                      A-11



Company's  capital stock, or offer or agree to do so, or own or acquire or agree
to  acquire  any  asset  or  property  of any  character  subject  to any of the
foregoing  encumbrances  (including any conditional sale contract or other title
retention  agreement),  or assign, pledge or in any way transfer or encumber its
right to receive any income or other  distribution  or proceeds from any part of
the  Pledged  Property  or the  Company's  capital  stock;  or  enter  into  any
sale-leaseback  financing respecting any part of the Pledged Property as lessee,
or cause or assist the inception or continuation of any of the foregoing.

         Section 7.2.      ARTICLES,    BY-LAWS,    MERGERS,     CONSOLIDATIONS,
                           ACQUISITIONS AND SALES.

         Without the prior express written  consent of the Secured Party,  which
consent shall not be unreasonably withheld, the Company shall not: (a) Amend its
Articles  of  Incorporation   or  By-Laws;   (b)  be  a  party  to  any  merger,
consolidation or corporate reorganization, (c) purchase or otherwise acquire all
or  substantially  all of the  assets or stock of, or any  partnership  or joint
venture  interest  in, any other  person,  firm or entity,  (d) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets,  nor (e)  create  any  subsidiaries  nor convey any of its assets to any
subsidiary in excess of $200,000 in the aggregate.

         Section 7.3.      MANAGEMENT, OWNERSHIP.

         Daniel G. Hayes  shall  remain  employed  by the Company in his current
capacity. This provision is a material factor in the Secured Party's willingness
to institute and maintain a lending relationship with the Company.

         Section 7.4.      DIVIDENDS, ETC.

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

         Section 7.5.      CONDUCT OF BUSINESS.

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

         Section 7.6.      PLACES OF BUSINESS.

         The  location  of the  Company's  chief  place of business is 2550 East
Trinity Mills Road, Suite 122, Carrollton,  Texas 75006 (Administrative  Office:
45 Knollwood Road, Fifth Floor, Elmsford, New York 10523). The Company shall not
change the location of its chief place of business,  chief  executive  office or
any place of business  disclosed to the Secured Party or move any of the Pledged
Property from its current location without thirty (30) days prior written notice
to the Secured Party in each instance.

                                      A-12



                                   ARTICLE 8.

                                  MISCELLANEOUS
                                  -------------

         Section 8.1.      NOTICES.

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

  If to the Secured Party:    Cornell Capital Partners, LP, Montgomery Equity
                              Partners, Ltd. and Highgate House Funds, Ltd.
                              101 Hudson Street, Suite 3700
                              Jersey City, New Jersey 07302
                              Attention:        Mark Angelo
                                                Portfolio Manager
                              Telephone:        (201) 986-8300
                              Facsimile:        (201) 985-8266

     With a copy to:          Troy Rillo, Esq.
                              101 Hudson Street, Suite 3700
                              Jersey City, NJ 07302
                              Telephone:   (201) 985-8300
                              Facsimile:   (201) 985-8266


     And if to the Company:   Enclaves Group, Inc.
                              45 Knollwood Road, Fifth Floor
                              Elmsford, New York 10523
                              Attention:    Daniel G. Hayes, President / CEO
                              Telephone:    (914) 592-2100
                              Facsimile:    (914) 592-2105

     With a copy to:          Olshan Grundman Frome Rosenzweig & Wolosky LLP
                              Park Avenue Tower
                              65 East 55th Street
                              New York, NY 10022
                              Attention:    Robert H. Friedman, Esq.
                              Telephone:    (212) 451-2220
                              Facsimile:    (212) 451-2222

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

                                      A-13



         Section 8.2.      SEVERABILITY.

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

         Section 8.3.      EXPENSES.

         In the  event of an  Event  of  Default,  the  Company  will pay to the
Secured  Party the  amount of any and all  reasonable  expenses,  including  the
reasonable  fees and expenses of its counsel,  which the Secured Party may incur
in connection with: (i) the custody or preservation of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

         Section 8.4.      WAIVERS, AMENDMENTS, ETC.

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

         SECTION 8.5.      CONTINUING SECURITY INTEREST.

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

         Section 8.6.      INDEPENDENT REPRESENTATION.

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

                                      A-14



         Section 8.7.      APPLICABLE LAW:  JURISDICTION.

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

         Section 8.8.      WAIVER OF JURY TRIAL.

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

         Section 8.9.      ENTIRE AGREEMENT.

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



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      A-15



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


                                    COMPANY:
                                    ENCLAVES GROUP, INC.


                                    By:  /s/ Daniel G. Hayes
                                         ---------------------------------------
                                    Name:    Daniel G. Hayes
                                    Title:   President & CEO


                                    SECURED PARTY:
                                    CORNELL CAPITAL PARTNERS, LP

                                    BY:      YORKVILLE ADVISORS, LLC
                                    ITS:     GENERAL PARTNER

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


                                    MONTGOMERY EQUITY PARTNERS, LTD.


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


                                    HIGHGATE HOUSE FUNDS, LTD.


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


                                      A-16




                                    EXHIBIT A
                         DEFINITION OF PLEDGED PROPERTY
                         ------------------------------

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


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

                  (b)      all  inventory  of the  Company,  including,  but not
limited to, all goods, wares, merchandise,  parts, supplies,  finished products,
other tangible personal property, including such inventory as is temporarily out
of Company's  custody or possession  and including any returns upon any accounts
or other  proceeds,  including  insurance  proceeds,  resulting from the sale or
disposition of any of the foregoing;

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

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

                  (e)      all accounts and other  receivables,  instruments  or
other  forms of  obligations  and  rights  to  payment  of the  Company  (herein
collectively referred to as "ACCOUNTS"), together with the proceeds thereof, all
goods  represented  by such  Accounts and all such goods that may be returned by
the  Company's  customers,  and all proceeds of any insurance  thereon,  and all
guarantees,  securities  and liens which the Company may hold for the payment of
any such  Accounts  including,  without  limitation,  all rights of  stoppage in
transit,  replevin and reclamation and as an unpaid vendor and/or lienor, all of
which  the  Company  represents  and  warrants  will be bona  fide and  existing
obligations of its respective customers, arising out of the sale of goods by the
Company in the ordinary course of business;

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

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


                                      A-17