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                                                                   EXHIBIT 10.24

                               SECURITY AGREEMENT

         As of SEPTEMBER 23, 2004, for value received, the undersigned
("Debtors") pledges, assigns and grants to COMERICA BANK ("Bank"), whose address
is 333 WEST SANTA CLARA STREET, SAN JOSE, CA 95113, Attention: COMMERCIAL LOAN
DOCUMENTATION, Mail Code 4770, a continuing security interest and lien (any
pledge, assignment, security interest or other lien arising hereunder is
sometimes referred to herein as a "security interest") in the Collateral (as
defined below) to secure payment when due, whether by stated maturity, demand,
acceleration or otherwise, of all existing and future indebtedness
("Indebtedness") to the Bank of Kinergy Marketing LLC ("Borrower") and/or
Debtor. Indebtedness includes without limit any and all obligations or
liabilities of the Borrower and/or Debtor to the Bank, whether absolute or
contingent, direct or indirect, voluntary or involuntary, liquidated or
unliquidated, joint or several, known or unknown; any and all obligation or
liabilities for which the Borrower and/or Debtor would otherwise be liable to
the Bank were it not for the invalidly or unenforceability of them by reason of
any bankruptcy, insolvency or other law, or for any other reason; any and all
amendments, modifications, renewals and/or extensions of any of above; all costs
incurred by Bank in establishing, determining, continuing, or defending the
validity or priority of its security interest, or in pursuing its rights and
remedies under this Agreement or under any other agreement between Bank and
Borrower and/or Debtor or in connection with any proceeding involving Bank as a
result of any financial accommodation to Borrower and/or Debtor; and all other
costs of collecting Indebtedness, including without limit attorneys fees. Debtor
agrees to pay Bank all such costs incurred by the Bank, immediately upon demand,
and until paid all costs shall bear interest at the highest per annum rate
applicable to any of the Indebtedness, but not in excess of the maximum rates
permitted by law. Any reference in this Agreement to attorneys fees shall be
deemed a reference to reasonable fees, costs, and expenses of both in-house and
outside counsel and paralegals, whether inside or outside counsel is used,
whether or not a suit or action is instituted, and to court costs if a suit or
action is instituted, and whether attorneys fees or court costs are incurred at
the trial court level, on appeal, in a bankruptcy, administrative or probate
proceeding or otherwise. Debtor further covenants, agrees, represents and
warrants as follows:

1.       Collateral shall mean all personal property of Debtor including,
         without limitation, all of the following property Debtor now or later
         owns or has an interest in, wherever located:

         o        all Accounts Receivable (for purposes of this Agreement,
                  "Accounts Receivable" consists of all accounts, general
                  intangibles, chattel paper (including without limit electronic
                  chattel paper and tangible chattel paper), contract rights,
                  deposit accounts, documents, instruments and rights to payment
                  evidenced by chattel paper, documents or instruments, health
                  care insurance receivables, commercial tort claims. Letters of
                  credit, letter of credit rights, supporting obligations, and
                  rights to payment for money or funds advanced or sold),

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         o        all Inventory,

         o        all Equipment and fixtures,

         o        all Software (for purposes of this Agreement "Software"
                  consists of all (i) computer programs and supporting
                  information provided in connection with a transaction relating
                  to the program, and (ii) computer programs embedded in goods
                  and any supporting information provided in connection with a
                  transaction relating to the program whether or not the program
                  is associated with the goods in such a manner that it
                  customarily is considered part of the goods, and whether or
                  not, by becoming the owner of the goods, a person acquires a
                  right to use the program in connection with the goods, and
                  whether or not the program is embedded in goods that consist
                  solely of the medium in which the program is embedded),

         o        all investment property (including, without limit, securities,
                  securities entitlements, and financial assets),

         o        specific items listed below and/or on attached Schedule A, if
                  any, is/are also included in Collateral:

         o        all goods, instruments, (including, without limit, promissory
                  notes), documents (including, without limit, negotiable
                  documents), policies and certificates of insurance, deposit
                  accounts, and money or other property) (except real property
                  which is not a fixture) which are now or later in possession
                  of Bank, or as to which Bank now or later controls possession
                  by documents or otherwise, and

         o        all additions, attachments, accessions, parts, replacements,
                  substitutions, renewals, interest, dividends, distributions,
                  rights of any kind (including but not limited to stock splits,
                  stock rights, voting and preferential rights), products, and
                  proceeds of or pertaining to the above including, without
                  limit, cash or other property which were proceeds and are
                  recovered by a bankruptcy trustee or otherwise as a
                  preferential transfer by Debtor.

In the definition of Collateral, a reference to a type of collateral shall not
be limited by a separate reference to more specific or narrower type of that
collateral.

2.       Warranties, Covenants and Agreements. Debtor warrants, covenants and
         agrees as follows:

         2.1      Debtor shall furnish to Bank, in form and at intervals as Bank
                  may request, any information Bank may reasonably request and
                  allow Bank to examine, inspect, and copy any of Debtor's books
                  and records. Debtor shall, at the request of Bank, mark its
                  records and the Collateral to clearly indicate the security
                  interest of Bank under this Agreement.

         2.2      At the time any Collateral becomes, or is represented to be,
                  subject to a security interest in favor of Bank Debtor shall
                  be deemed to have warranted that: (a) Debtor is the lawful
                  owner of the Collateral and has the right and authority to
                  subject it to a security interest granted to Bank; (b) none of
                  the Collateral is subject to any security interest other than
                  that in favor of Bank, (c) there are no financing statements
                  on file, other than in favor of Bank; (d) no person, other


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                  than Bank, has possession or control (as defined in the
                  Uniform Commercial Code) of any Collateral of such nature that
                  perfection of a security interest maybe accomplished by
                  control; and (e) Debtor acquired its rights in the Collateral
                  in the ordinary course of its business.

         2.3      Debtor will keep the Collateral free at all times from all
                  claims, liens, security interests and encumbrances other than
                  those in favor of Bank. Debtor will not, without the prior
                  written consent of Bank, sell, transfer or lease, or permit to
                  be sold, transferred or leased, any or all of the Collateral,
                  except (where Inventory is pledged as Collateral) for
                  Inventory in the ordinary course of its business and will not
                  return any Inventory to its supplier. Bank or its
                  representatives may at all reasonable times inspect the
                  Collateral and may enter upon all premises where the
                  Collateral is kept or might be located.

         2.4      Debtor will do all acts and will execute or cause to be
                  executed all writings requested by Bank to establish, maintain
                  and continue an exclusive, perfected and first security
                  interest of Bank in the Collateral. Debtor agrees that Bank
                  has no obligation to acquire or perfect any lien on or
                  security interest in any asset(s), whether realty or
                  personalty, to secure payment of the Indebtedness, and Debtor
                  is not relying upon assets in which the Bank may have a lien
                  or security interest for payment of the Indebtedness.

         2.5      Debtor will pay within the time that they can be paid without
                  interest or penalty all taxes, assessments and similar charges
                  which at any time are or may become a lien, charge, or
                  encumbrance upon any Collateral, except the extent contacted
                  in good faith and bonded in a manner satisfactory to Bank. If
                  Debtor fails to pay any of these taxes, assessments, or other
                  charges in the time provided above, Bank has the option (but
                  not the obligation) to do so and Debtor agrees to repay all
                  amounts so expended by Bank immediately upon demand, together
                  with interest at the highest lawful default rate which could
                  be charged by Bank on any indebtedness.

         2.6      Debtor will keep the Collateral in good condition and will
                  protect it from loss, damage, or deterioration from any cause.
                  Debtor has and will maintain at all times (a) with respect to
                  the Collateral, insurance under an "all risk" policy against
                  fire and other risks customarily insured against, and (b)
                  public liability insurance and other insurance as may be
                  required by law or reasonably required by Bank, all of which
                  insurance shall be in amount, form and content, and written by
                  companies aa may be satisfactory to Bank, containing a
                  lender's loss payable endorsement acceptable to Bank. Debtor
                  will deliver to Bank immediately upon demand evidence
                  satisfactory to Bank that the required insurance has been
                  procured. If Debtor fails to maintain satisfactory insurance,
                  Bank has the option (but not the obligation) to do so and
                  Debtor agrees to repay all amounts so expended by Bank
                  immediately upon demand, together with interest at the highest
                  lawful default rate which could be charged by Bank on any
                  Indebtedness.

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         2.7      On each occasion on which Debtor evidences to Bank the account
                  balances on and the nature and extent of the Accounts
                  Receivable, Debtor shall be deemed to have warranted that
                  except as otherwise indicated: (a) each of those Accounts
                  Receivable is valid and enforceable without performance by
                  Debtor of any act; (b) each of those account balances are in
                  fact owing; (c) there are no setoffs, recoupments, credits,
                  contra accounts, counterclaims or defenses against any of
                  those Accounts Receivable; (d) as to any Accounts Receivable
                  represented by a note, trade acceptance, draft or other
                  instrument or by any chattel paper or document, the same have
                  been endorsed and/or delivered by Debtor to Bank; (e) Debtor
                  has not received with respect to any Account Receivable, any
                  notice of the death of the related account debtor, nor of the
                  dissolution, liquidation, termination of existence,
                  insolvency, business failure, appointment of a receiver for,
                  assignment for the benefit of creditors by, or filing of a
                  petition in bankruptcy by or against, the account debtor; and
                  (f) as to each Account Receivable, except as may be expressly
                  permitted by Bank to the contrary in another document, the
                  account debtor is not an affiliate of Debtor, the United
                  States of America or any department, agency or instrumentality
                  of it, or a citizen or resident of any jurisdiction outside of
                  the United States. Debtor will do all acts and will execute
                  all writings requested by Bank to perform, enforce performance
                  of, and collect all Accounts Receivable. Debtor shall neither
                  make nor permit any modification, compromise or substitution
                  for any Account Receivable without the prior written consent
                  of Bank. Bank may at any time and from time to time verify
                  Accounts Receivable directly with account debtors or by other
                  methods acceptable to Bank without notifying Debtor. Debtor
                  agrees, at Bank's request, to arrange or cooperate with Bank
                  in arranging for verification of Accounts Receivable.

         2.8      Debtor at all times shall be in strict compliance with all
                  applicable laws, including without limit any laws, ordinances,
                  directives, orders, statutes, or regulations an object of
                  which is to regulate or improve health, safety, or the
                  environment ("Environmental Laws").

         2.9      If Bank, acting in its sole discretion, redelivers Collateral
                  to Debtor or Debtor's designees for the purpose of (a) the
                  ultimate site or exchange thereof; or (b) presentation,
                  collection, renewal, or registration of transfer thereof; or
                  (c) loading, unloading, storing; shipping, transshipping,
                  manufacturing, processing or otherwise dealing with it
                  preliminary to sale or exchange; such redelivery shall be in
                  trust for the benefit of Bank and shall not constitute a
                  release of Bank's security interest in it or in these proceeds
                  or products of it unless Bank specifically so agrees in
                  writing. If Debtor requests any such redelivery, Debtor will
                  deliver with such request a duly executed financing statement
                  in form and substance satisfactory to Bank. Any proceeds of
                  Collateral coming into Debtor's possession as a result of any
                  such redelivery shall be held in trust for Bank and
                  immediately delivered to Bank for application on the
                  Indebtedness. Bank may (in its sole discretion) deliver any or
                  all of the Collateral to Debtor, and such delivery by Bank
                  shall discharge Bank from all liability or responsibility for
                  such Collateral. Bank, at its option, may require delivery of
                  any Collateral to Bank at any time with such endorsements or
                  assignments of the Collateral as Bank may request.

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         2.10     At any time and without notice, Bank may, as to Collateral
                  other than Equipment, Fixtures or Inventory: (a) cause party
                  or all of such Collateral to be transferred to its name or to
                  the name of its nominees; (b) receive or collect by legal
                  proceedings or otherwise all dividends, interest, principal
                  payments and other sum and all other distributions at any time
                  payable or receivable on account of such Collateral, and hold
                  the same as Collateral, or apply the same to the Indebtedness,
                  the manner and distribution of the application to be in the
                  sole discretion of Bank; (c) enter into any extension,
                  subordination, reorganization, deposit, merger or
                  consolidation agreement or any other agreement relating to or
                  affecting such Collateral, and deposit or surrender control of
                  such Collateral and accept other property in exchange for such
                  Collateral and hold or apply the property or money to received
                  pursuant to this Agreement; and (d) take such actions in its
                  own name or in Debtor's name as Bank, in its sole discretion,
                  deems necessary or appropriate to establish exclusive control
                  (as defined in the Uniform Commercial Code) over any
                  Collateral of such nature that perfection of the Bank's
                  security interest may be accomplished by control.

         2.11     Bank may assign any of the Indebtedness and deliver any or all
                  of the Collateral to its assignee, who then shall have with
                  respect to Collateral so delivered all the rights and powers
                  of Bank under this Agreement, and after that Bank shall be
                  fully discharged from all liability and responsibility with
                  respect to Collateral so delivered.

         2.12     Debtor delivers this Agreement based solely on Debtor's
                  independent investigation of (or decision not to investigate)
                  the financial condition of Borrower and is not relying on any
                  information furnished by Bank. Debtor assumes full,
                  responsibility for obtaining any further information
                  concerning the Borrower's financial condition the status of
                  the Indebtedness or any other matter which the undersigned may
                  deem necessary or appropriate now or later. Debtor waives any
                  duty on the part of Bank, and agrees that Debtor is not
                  relying upon nor expecting Bank to disclose to Debtor any fact
                  now or later known by Bank, whether relating to the operations
                  or condition of Borrow, the existence, liabilities or
                  financial condition of any guarantor of the Indebtedness, the
                  occurrence of any default with respect to the Indebtedness, or
                  otherwise, notwithstanding any effect such fact may have upon
                  Debtor's risk or Debtor's rights against Borrower. Debtor
                  knowingly accepts the full range of risk encompassed in this
                  Agreement, which risk includes without limit the possibility
                  that Borrower may incur Indebtedness to Bank after the
                  financial condition of Borrower, or Borrower's ability to pay
                  debts as they mature, has deteriorated.

         2.13     Debtor shall defend, indemnify and hold harmless Bank, its
                  employees, agents, shareholders, affiliates, officers, and
                  directors from and against any and all claims, damages, fines,
                  expenses, liabilities or causes of action of whatever kind,
                  including without limit consultant fees, legal expenses, and
                  attorneys fees, suffered by any of them as a direct or


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                  indirect result of any actual or asserted violation of any
                  law, including, without limit Environmental Laws, or of any
                  remediation relating to any property required by any law,
                  including without limit Environmental Laws, INCLUDING ANY
                  CLAIMS, DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF
                  ACTION OF WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE,
                  except and to the extent (but only to the extent) caused by
                  Bank's gross negligence or wilful misconduct.

3.       Collection of Proceeds.

         3.1      Debtor agrees to collect and enforce payment of all Collateral
                  until Bank shall direct Debtor to the contrary. Immediately
                  upon notice to Debtor by Bank and at all times after that,
                  Debtor agrees to fully and promptly cooperate and assist Bank
                  in the collection and enforcement of all Collateral and to
                  hold in trust for Bank as payments received in connection with
                  Collateral and from the sale, lease or other disposition of
                  any Collateral all rights by way of suretyship or guaranty and
                  all rights in the nature of a lien or security interest which
                  Debtor now or later has regarding Collateral. Immediately upon
                  and after such notice, Debtor agrees to (a) endorse to Bank
                  and immediately deliver to Bank all payments received on
                  Collateral or from the sale, lease other disposition of any
                  Collateral or arising from any other rights or interests of
                  Debtor in the Collateral, the form received by Debtor without
                  commingling with any other funds, and (b) immediately deliver
                  to Bank all property in Debtor's possession or later coming
                  into Debtor's possession through enforcement of Debtor's
                  rights and interests in the Collateral. Debtor irrevocably
                  authorizes Bank or any Bank employee or agent to endorse the
                  name of Debtor upon any checks or other items which are
                  received in payment for any Collateral, and to do any and all
                  things necessary in order to reduce those items to money. Bank
                  shall have no duty as to the collection or protection of
                  Collateral or the proceeds of it, nor as to the preservation
                  of any related rights, beyond the _____ of reasonable care in
                  the custody and preservation of Collateral in the possession
                  of Bank. Debtor agrees to take all steps necessary to preserve
                  rights against prior parties with respect to the Collateral.
                  Nothing in the Section 3.1 shall be deemed a consent by Bank
                  to any sale, lease or other disposition of any Collateral.

         3.2      Debtor agrees that immediately upon Bank's request (whether or
                  not any Event of Default exists) the indebtedness shall be on
                  a "remittance basis" in accordance with the following. In
                  connection therewith, Debtor shall at its sole expense
                  establish and maintain (and Bank, at Bank's option, may
                  establish arid maintain at Debtor's expense):

                  (a)      A United States Post Office lock box (the "Look
                           Box"), to which Bank shall have exclusive access and
                           control. Debtor expressly authorizes Bank, from time
                           to time, to remove contents from the Lock Box, for
                           disposition in accordance with this Agreement. Debtor
                           agrees to notify all account debtor and other parties
                           obligated to Debtor that all payments made to Debtor
                           (other than payments by electronic funds transfer)
                           shall be remitted, for the credit of Debtor, to the
                           Lock Box, and Debtor shall include a like statement
                           on all invoices; and

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                  (b)      A non-interest bearing deposit account with Bank
                           which shall be titled as designated by Bank (the
                           "Cash Collateral Account") to which Bank shall have
                           exclusive access and control. Debtor agrees to notify
                           all account debtors and other parties obligated to
                           Debtor that all payments made to Debtor by electronic
                           funds transfer shall be remitted to the Cash
                           Collateral Account, and Debtor, at Bank's request,
                           shall include a like statement on all invoices.
                           Debtor shall execute all documents and authorizations
                           as required by Bank to establish and maintain the
                           Lock Box and the Cash Collateral Account.

         3.3      All items or amounts which are remitted to the Lock Box, to
                  the Cash Collateral Account, or otherwise delivered by or for
                  the benefit of Debtor to Bank on account of partial or full
                  payment of, or with respect to, any Collateral shall, at
                  Bank's option, (a) be applied to the payment of the
                  Indebtedness, whether then due or not, in such order or at
                  such time of application as Bank may determine in its sole
                  discretion, or, (b) be deposited to the Cash Collateral
                  Account. Debtor agrees that Bank shall not be liable for any
                  loss or damage which Debtor may suffer as a result of Bank's
                  processing of items or its exercise of any other rights or
                  remedies under this Agreement, including without limitation
                  indirect, special or consequential damages, loss of revenues
                  or profits, or any claim, demand or action by any third party
                  arising out of or in connection with the processing of items
                  or the exercise of any other rights or remedies under this
                  Agreement Debtor agrees to indemnify and hold Bank harmless
                  from and against all such third party claims, demands or
                  actions, and all related expenses or liabilities, including,
                  without limitation, attorney's fees and INCLUDING CLAIMS,
                  DAMAGES, FINES, EXPENSES, LIABILITIES OR CAUSES OF ACTION OF
                  WHATEVER KIND RESULTING FROM BANK'S OWN NEGLIGENCE except to
                  the extent (but only to the extent) caused by Bank's gross
                  negligence or willful misconduct.

4.       Defaults, Enforcement and Application of Proceeds.

         4.1      Upon the occurrence of any of the following events (each an
                  "Event of Default"), Debtor shall be in default under this
                  Agreement:

                  (a)      Any failure to pay the Indebtedness or any other
                           indebtedness when due, or such portion of it as may
                           be due, by acceleration or otherwise; or

                  (b)      Any failure or neglect to comply with, or breach of
                           or default under, any term of this Agreement, or any
                           other agreement or commitment between Borrower,
                           Debtor, or any guarantor of any of the Indebtedness
                           ("Guarantor") and Bank; or

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                  (c)      Any warranty, representation, financial statement, or
                           other information made, given or furnished to Bank by
                           or on behalf of Borrower, Debtor, or any Guarantor
                           shall be, or shall prove to have been, false or
                           materially misleading when made, given, or furnished;
                           or

                  (d)      Any loan, theft, substantial damage or destruction to
                           or of any Collateral, or the issuance or filing of an
                           attachment, levy, garnishment or the commencement of
                           any proceeding in connection with any Collateral or
                           of any other judicial process of, upon or in respect
                           of Borrower, Debtor, any Guarantor, or any
                           Collateral; or

                  (e)      Sale or other disposition by Borrower, Debtor, or any
                           Guarantor of any substantial portion of its assets or
                           property or voluntary suspension of the transaction
                           of business by Borrower, Debtor, or any Guarantor, or
                           death, dissolution, termination of existence, merger,
                           consolidation, insolvency, business failure, or
                           assignment for the benefit of creditors of or by
                           Borrower, Debtor, or any Guarantor; or commencement
                           of any proceedings under any state or federal
                           bankruptcy or insolvency laws or laws for the relief
                           of debtors by or against Borrower, Debtor, or any
                           Guarantor; or the appointment of a receiver, trustee,
                           court appointee, sequestrator or otherwise, for all
                           or any part of the property of Borrower, Debtor, or
                           any Guarantor; or

                  (f)      Bank deems the margin of Collateral insufficient or
                           itself insecure, in good faith believing that the
                           prospect of payment of the Indebtedness or
                           performance of this Agreement is impaired or shall
                           fear deterioration, removal, or waste of Collateral;
                           or

                  (g)      An event of default that occur under any instrument,
                           agreement or other document evidencing, securing or
                           otherwise relating to any of the Indebtedness.

         4.2      Upon the occurrence of any Event of Default, Bank may at its
                  discretion and without prior notice to Debtor declare any or
                  all of the Indebtedness to be immediately due and payable, and
                  shall have and may exercise any right or remedy available to
                  it including, without limitation, any one or more of the
                  following rights and remedies:

                  (a)      Exercise all the rights and remedies upon default, in
                           foreclosure and otherwise, available to secure
                           parties under the provisions of the Uniform
                           Commercial Code and other applicable tax;

                  {b)      Institute legal proceedings to foreclose upon the
                           lien and security interest granted by this Agreement,
                           to recover judgment for all amounts then due and
                           owing as indebtedness, and to collect the same out of
                           any Collateral or the proceeds of any sale of it;

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                  (c)      institute legal proceedings for the sale, under the
                           judgment or decree of any court of competent
                           jurisdiction, of any or all Collateral; and/or

                  (d)      Personally or by agents, attorneys, or appointment of
                           a receiver, enter upon any premises where Collateral
                           may then be located, and take possession of all or
                           any of it and/or render it unusable; and without
                           being responsible for loss or damage to such
                           Collateral, hold, operate, sell, lease, or dispose of
                           all or any Collateral at one or more public or
                           private sales, leasings or other dispositions, at
                           places and times and on terms and conditions as Bank
                           may deem fit, without any previous demand or
                           advertisement; and except as provided in this
                           Agreement, all notice of sale, lease or other
                           disposition, and advertisement, and other notice or
                           demand, any right or equity of redemption, and any
                           obligation of a prospective purchaser to lessee to
                           inquire as to the power and authority of Bank to
                           sell, lease, or otherwise dispose of the Collateral
                           or as to the application by Bank of the proceeds of
                           sale or otherwise, which would otherwise be required
                           by, or available to Debtor under, applicable law are
                           expressly waived by Debtor to the fullest extent
                           permitted.

                           At any sale pursuant to this Section 4.2, whether
                           under the power of sale, by virtue of judicial
                           proceeding or otherwise, it shall not be necessary
                           for Bank or a public officer under order of a court
                           to have prese___ physical or constructive possession
                           of Collateral to be sold. The recitals contained in
                           any conveyances or receipts made and given by Bank or
                           the public officer to any purchaser at any sale made
                           pursuant to this Agreement shall, to the extent
                           permitted by applicable law, conclusively establish
                           the truth and accuracy of the matters stated
                           (including, without limit, as to the amounts of the
                           principal of and interest on the Indebtedness, the
                           accrual and nonpayment of it and advertisement and
                           conduct of the sale); and any prerequisites to the
                           sale shall be presumed to have been satisfied and
                           performed. Upon any sale of a Collateral, the receipt
                           of the officer making the sale under judicial
                           proceedings or of Bank shall be sufficient discharge
                           to the purchaser for the purchase money, and the
                           purchaser shall not be obligated to see to the
                           application of the money. Any sale of any Collateral
                           under this Agreement shall be a perpetual bar against
                           Debtor with respect to that Collateral. At any sale
                           or other disposition of the Collateral pursuant to
                           this Section 4.2, Bank disclaims all warranties which
                           would otherwise be given under the Uniform Commercial
                           Code, including without limit a disclaimer of any
                           warranty relating to title, possession, quiet
                           enjoyment or the like, and Bank may communicate these
                           disclaimers to a purchaser at such disposition. This
                           disclaimer of warranties will not render the sale
                           commercially unreasonable.

         4.3      Debtor shall at the request of Bank, notify the account
                  debtors or obligors of Bank's security interest in the
                  Collateral and direct payment of it to Bank. Bank may, itself,
                  upon the occurrence of any Event of Default so notify and
                  direct any account debtor or obligor. At the request of Bank,
                  whether or not en Event of Default shall have occurred, Debtor


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                  shaft immediately take such actions as the Bank shall request
                  to establish exclusive control (as defined in the Uniform
                  Commercial Code) by Bank over any Collateral which is of such
                  a nature that perfection of a security interest may be
                  accomplished by control.

         4.4      The proceeds of any sale or other disposition of Collateral
                  authorized by this Agreement shall be applied by Bank first
                  upon all expenses authorized by the Uniform Commercial Code
                  and all reasonable attorney fees and legal expenses incurred
                  by Bank; the balance of the proceeds of the sale or other
                  disposition shall be applied in the payment of the
                  Indebtedness, first to interest, then to principal, then to
                  remaining Indebtedness and the surplus, if any, shall be paid
                  over to Debtor or to such other person(s) as may be entitled
                  to it under applicable law. Debtor shall remain liable for any
                  deficiency, which it shall pay to Bank immediately upon
                  demand. Debtor agrees that Bank shall be under no obligation
                  to accept any noncash proceeds in connection with any sale or
                  disposition of Collateral unless failure to do so would be
                  commercially unreasonable. If Bank agrees in its sole
                  discretion to accept noncash proceeds (unless the failure to
                  do so would be commercially unreasonable), Bank may ascribe
                  any commercially reasonable value to such proceeds. Without
                  limiting the foregoing, Bank may apply any discount factor in
                  determining the present value of proceeds to be received in
                  the future or may elect to apply proceeds to be received in
                  the future only as and when such proceeds are actually
                  received in cash by Bank.

         4.5      Nothing in this Agreement is intended, nor shall it be
                  construed, to preclude Bank from pursuing any other remedy
                  provided by law or in equity for the collection of the
                  Indebtedness or for the recovery of any other sum to which
                  Bank may be entitled for the breach of this Agreement by
                  Debtor. Nothing in this Agreement shall reduce or release in
                  any way any rights or security interests of Bank contained in
                  any existing agreement between Borrower, Debtor, or any
                  Guarantor and Bank.

         4.6      No waiver of default or consent to party act by Debtor shall
                  be effective unless in writing and signed by an authorized
                  officer of Bank. No waiver of any default or forbearance on
                  the part of Bank in enforcing any of its rights under this
                  Agreement shall operate as a waiver of any other default or of
                  the same default on a future occasion or of any rights.

         4.7      Debtor (a) irrevocably appoints Bank or any agent of Bank
                  (which appointment is coupled with an interest) the true and
                  lawful attorney of Debtor (with full power of substitution) in
                  the name, place and stead of, and at the expense of, Debtor
                  and (b) authorizes Bank or any agent of Bank, in its own name,
                  at Debtor's expense, to do any of the following, as Bank, in
                  its sole discretion, deems appropriate:

                  (i)      to demand, receive, sue for, and give receipts or
                           acquittances for any moneys due or to become due on
                           any Collateral and to endorse any item representing
                           any payment on or proceeds of the Collateral;

                                      -10-
<PAGE>

                  (ii)     to execute and file in the name of and on behalf of
                           Debtor all financing statements or other filings
                           deemed necessary or desirable by Bank to evidence,
                           perfect, or continue the security interests granted
                           in this Agreement; and

                  (iii)    to do and perform any act on behalf of Debtor
                           permitted or required under this Agreement.

         4.8      Upon the occurrence of an Event of Default, Debtor also
                  agrees, upon request of Bank, to assemble the Collateral and
                  make it available to Bank at any place designated by Bank
                  which is reasonably convenient to Bank and Debtor.

         4.9      The following shall be the basis for any finder of fact's
                  determination of the value of any Collateral which is the
                  subject matter of a disposition giving rise to a calculation
                  of any surplus or deficiency under Section 9.615(f) of the
                  Uniform Commercial Code (as in affect on or after July 1,
                  2001): (a) The Collateral which is the subject matter of the
                  disposition shall be valued in an "as is" condition as of the
                  date of the disposition without any assumption or expectation
                  that such Collateral will be repaired or improved in any
                  manner; (b) the valuation shall be based upon an assumption
                  that the transferee of such Collateral desires a resale of the
                  Collateral for cash promptly (but no later than 30 days)
                  following the disposition; (c) all reasonable closing costs
                  customarily borne by the seller in commercial sales
                  transactions relating to property similar to such Collateral
                  shall be deducted including, without limitation, brokerage
                  commissions, tax prorations, attorney's fees, whether inside
                  or outside counsel is used, and marketing costs; (d) the value
                  of the Collateral which is the subject matter of the
                  disposition shall be further discounted to account for any
                  estimated holding cost associated with maintaining such
                  Collateral pending sale (to the extent not accounted for in
                  (c) above), and other maintenance, operational and ownership
                  expenses; and (e) any expert opinion testimony given or
                  considered in connection with a determination of the value of
                  such Collateral must be given by persons having at least 5
                  years experience in appraising property similar to the
                  Collateral and who have conducted and prepared a complete
                  written appraisal of such Collateral taking into consideration
                  the factors set forth above. The "value" of any such
                  Collateral shall be a factor in determining the amount of
                  proceeds which would have been realized in a disposition to a
                  transferee other than a secured party, a person related to a
                  secured party or a secondary obligor under Section 9.615(f) of
                  the Uniform Commercial Code.

5.       Miscellaneous.

         5.1      Until Bank is advised in writing by Debtor to the contrary,
                  all notices, requests and demands required under the Agreement
                  or by law shall be given to, or made upon, Debtor at the
                  following address:

                                      -11-
<PAGE>

                  5711 NORTH WEST AVENUE
                  STREET ADDRESS
                  FRESNO                       CA                         93711
                  -------------------------------------------------------------
                  CITY                         STATE             ZIP CODE COUNTY

         5.2      Debtor will give Bank not less than 90 days prior written
                  notice of all contemplated changes in Debtor's name, location,
                  chief executive office, principal place of business, and/or
                  location of any Collateral, but the giving of this notice
                  shall not cure any Event of Default caused by this change.

         5.3      Bank assumes no duty of performance or other responsibility
                  under any contracts contained within the Collateral.

         5.4      Bank has the right to sell, assign, transfer, negotiate or
                  grant participations or any interest in, any or all the
                  Indebtedness and any related obligations, including without
                  limit this Agreement. In connection with the above, but
                  without limiting its ability to make other disclosures to the
                  full extent allowable, Bank may disclose all documents and
                  information which Bank now or later has relating to Debtor,
                  the Indebtedness or this Agreement, however obtained. Debtor
                  further agrees that Bank may provide information relating to
                  this Agreement or relating to Debtor or the Indebtedness to
                  the Bank's parent, affiliates, subsidiaries, and service
                  providers.

         5.5      In addition to Bank's other rights, any indebtedness owing
                  from Bank to Debtor can be set off and applied by ___ on any
                  indebtedness at any time(s) either before or after maturity or
                  demand without notice to anyone. Any such action shall not
                  constitute acceptance of collateral in discharge of any
                  portion of the Indebtedness.

         5.6      Debtor, to the extent not expressly prohibited by applicable
                  law, waives any right to require the Bank to (a) proceed
                  against any person or property; (b) give notice of the terms,
                  time and place of any public or private sale of personal
                  property security held from Borrower or any other person, or
                  otherwise comply with the provisions of Section 9.504 of the
                  Uniform Commercial Code in effect prior to July 1, 2001 or its
                  successor provisions thereafter; or (c) pursue any other
                  remedy in the Bank's power. Debtor waives notice of acceptance
                  of this Agreement and presentment, demand, protest, notice of
                  protest, dishonor, notice of dishonor, notice of default,
                  notice of intent to accelerate or demand payment of any
                  Indebtedness, any and all other notices to which the
                  undersigned might otherwise be entitled, and diligence in
                  collecting any Indebtedness, and agree(s) that the Bank may,
                  once or any number of times, modify the terms of any
                  Indebtedness, compromise, extend, increase, accelerate, renew
                  or forbear to enforce payment of any or all Indebtedness, or
                  permit Borrower to incur additional Indebtedness, all without
                  notice to Debtor and without affecting in any manner the
                  unconditional obligation of Debtor under this Agreement.
                  Debtor unconditionally and irrevocably waives each and every
                  defense and setoff of any nature which, under principles of
                  guaranty or otherwise, would operate to impair or diminish in
                  any way the obligation of Debtor under this Agreement, and
                  acknowledges that such waiver is by this reference
                  incorporated into each security agreement, collateral
                  assignment, pledge and/or other document from Debtor now or
                  later securing the Indebtedness, and acknowledges that as of
                  the date of this Agreement no such defense or setoff exists.

                                      -12-
<PAGE>

         5.7      Debtor waives any and all rights (whether by subrogation,
                  indemnity, reimbursement, or otherwise) to recover from
                  Borrower any amounts paid or the value of any Collateral given
                  by Debtor pursuant to this Agreement until such time as all of
                  the Indebtedness has been fully paid.

         5.8      In the event that applicable law shall obligate Bank to give
                  prior notice to Debtor of any action to be taken under this
                  Agreement, Debtor agrees that a written notice given to Debtor
                  at least ten days before the date of the act shall be
                  reasonable notice of the act and, specifically, reasonable
                  notification of the time and place of any public sale or of
                  the time after which any private sale, lease, or other
                  disposition is to be made, unless a shorter notice period is
                  reasonable under the circumstances. A notice shall be deemed
                  to be given under this Agreement when delivered to Debtor or
                  when placed in an envelope addressed to Debtor and deposited,
                  with postage prepaid, in a post office or official depository
                  under the exclusive care and custody of the United States
                  Postal Service or delivered to an overnight courier. The
                  mailing shall be by overnight courier, certified, or first
                  class mail.

         5.9      Notwithstanding any prior revocation, termination, surrender,
                  or discharge of this Agreement in whole or in part, the
                  effectiveness of this Agreement shall automatically continue
                  or be reinstated in the event that any payment received or
                  credit given by bank in respect of the Indebtedness is
                  returned, disgorged, or rescinded under any applicable law,
                  including, without !imitation, bankruptcy or insolvency laws,
                  in which case this Agreement, shall be enforceable against
                  Debtor as if the returned, disgorged, or rescinded payment or
                  credit had not been received or given by Bank, and whether or
                  not Bank relied upon this payment or credit or changed its
                  position as a consequence of it. In the event of continuation
                  or reinstatement of this Agreement, Debtor agrees upon demand
                  by Bank to execute and deliver to Bank those documents which
                  Bank determines are appropriate to further evidence (ir___ the
                  public records or otherwise) this continuation or
                  reinstatement, although the failure of Debtor to do so shall
                  not affect in any way the reinstatement or continuation.

         5.10     This Agreement and all the rights and remedies of Bank under
                  this Agreement shall inure to the benefit of Bank's successors
                  and assigns and to any other holder who derives from Bank
                  title to or an interest in the Indebtedness or any portion of
                  it, and shall bind Debtor and the heirs, legal
                  representatives, successors, and assigns or Debtor. Nothing in
                  this Section 5.10 is deemed a consent by Bank to any
                  assignment by Debtor.

         5.11     If there is more than one Debtor, all undertakings, warranties
                  and covenants made by Debtor and all rights, powers and
                  authorities given to or conferred upon Bank are made or given
                  jointly and severally.

                                      -13-
<PAGE>

         5.12     Except as otherwise provided in this Agreement, all terms in
                  this Agreement have the meanings assigned to them in Division
                  9 (or, absent definition in Division 9, in any other Division)
                  of the Uniform Commercial Code, as those meanings may be
                  amended, supplemented, revised or replaced from time to time.
                  "Uniform Commercial Code" means the California Uniform
                  Commercial Code, as amended, supplemented, revised or replaced
                  from time to time. Notwithstanding the foregoing, the parties
                  intend that the terms used herein which are defined in the
                  Uniform Commercial Code have, at all times, the broadest and
                  most inclusive meanings possible. Accordingly, if the Uniform
                  Commercial Code shall in the future be amended or held by a
                  court to define any term used herein more broadly or
                  inclusively then the Uniform Commercial Code in effect on the
                  date of this Agreement, then such term as used herein, shall
                  be given such broadened meaning. If the Uniform Commercial
                  Code shall in the future be amended or held by a court to
                  define any term used herein more narrowly, or less
                  inclusively, than the Uniform Commercial Code in effect on the
                  date of this Agreement, such amendment or holding shall be
                  disregarded in defining terms used in this Agreement.

         5.13     No single or partial exercise, or delay in the exercise, of
                  any right or power under this Agreement, shall preclude other
                  or further exercise of the rights and powers under this
                  Agreement. The unenforceability of any provision of this
                  Agreement shall not effect the enforceability of the remainder
                  of this Agreement. This Agreement constitutes the entire
                  agreement of Debtor and Bank with respect to the subject
                  matter of this Agreement. No amendment or modification of this
                  Agreement shall be effective unless the same shall be in
                  writing and signed by Debtor and an authorized officer of
                  Bank. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
                  ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE Of CALIFORNIA,
                  WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPALS.

         5.14     To the extent that any of the Indebtedness is payable upon
                  demand, nothing contained in this Agreement shall modify the
                  terms and conditions of that indebtedness nor shall anything
                  contained in this Agreement prevent Bank from making demand,
                  without notice and with or without reason, for immediate
                  payment of any or all of the Indebtedness at any time(s),
                  whether or not an Event of Default has occurred.

         5.15     Debtor represents and warrants that Debtor's exact name is the
                  name set forth in this Agreement. Debtor further represents
                  and warrants the following and agrees that Debtor is, and at
                  all times shall be, located in the following place:

                  Debtor is an individual, and Debtor is located (as determined
                  pursuant to the Uniform Commercial Code) at Debtor's principal
                  residence which is (street address, state and county or
                  parish): N/A .

                                      -14-
<PAGE>

                  Debtor is a registered organization which is organized under
                  the laws of one of the states comprising the United States
                  (e.g. corporation, limited partnership, registered limited
                  liability partnership or limited liability company), and
                  Debtor is located (as determined pursuant to the Uniform
                  Commercial Code) in the state under the laws of which it was
                  organized, which is (state): OREGON.

                  Debtor is a domestic organization which is not a registered
                  organization under the laws of the United States or any state
                  thereof (e.g. general partnership, joint venture, trust,
                  estate or association), and Debtor is located (as determined
                  pursuant to the Uniform Commercial Code) at its sole place of
                  business or, if it has more than one place of business, at its
                  chief executive office, which is (street address, state and
                  county or parish): N/A.

                  Debtor is a registered organization organized under the laws
                  of the United States, and Debtor is located in the state that
                  United States law designates as its location or, if United
                  States law authorizes the Debtor's designate the state for its
                  location, the state designated by Debtor, or if neither of the
                  foregoing is applicable, at the District of Columbia. Based on
                  the foregoing, Debtor is located (as determined pursuant to
                  the Uniform Commercial Code) at (state): N/A .

                  Debtor is a foreign individual or foreign organization or a
                  branch or agency of a bank that is not organized under the
                  laws of the United States or a state thereof, Debtor is
                  located (as determined pursuant to the Uniform Commercial
                  Code) at (street address, state and county or parish): N/A.

                  The Collateral is located at and shall be maintained at the
                  following location(s):

                  --------------------------------------------------------------
                  STREET ADDRESS

                  --------------------------------------------------------------
                  CITY                       STATE           ZIP CODE     COUNTY

                  Collateral shall be maintained only at the locations
                  identified in this Section 5.15.

         5.16     A carbon, photographic or other reproduction of this Agreement
                  shall be sufficient as a financing statement under the Uniform
                  Commercial Code and may be filed by Bank in any filing office.

         5.17     This Agreement shall be terminated only by the filing of a
                  termination statement in accordance with the applicable
                  provisions of the Uniform Commercial Code, but the obligations
                  contained in Section 2.13 of this Agreement shall survive
                  termination.

         5.18     Debtor agrees to reimburse the Bank upon demand for any and
                  all costs and expenses (including, without limit, court costs,
                  legal expenses and reasonable attorneys' fees, whether inside
                  or outside counsel is used, whether or not suit is instituted
                  and, if suit is instituted, whether at the trial court level,
                  appellate level, in a bankruptcy, probate or administrative
                  proceeding or otherwise) incurred in enforcing or attempting
                  to enforce this Agreement or in exercising or attempting to
                  exercise any right or remedy under this Agreement or incurred
                  in any other matter or proceeding relating to this Security
                  Agreement.

                                      -15-
<PAGE>

6.       DEBTOR AND BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A
         CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER
         CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF
         THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT
         WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING
         THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
         AGREEMENT OR THE INDEBTEDNESS.

7.       Special Provisions Applicable to this Agreement. (*None, if left blank)



                                            DEBTOR: KINERGY MARKETING, LLC
                                                    ----------------------------
                                                    DEBTOR NAME TYPED/PRINTED

                                            By:      /S/ NEIL M. KOEHLER
                                                 -------------------------------
                                                 SIGNATURE OF Neil M. Koehler

                                            Its:  MEMBER
                                                 -------------------------------
                                                  TITLE (if applicable)

                                            By:
                                                 -------------------------------
                                                 SIGNATURE OF

                                            Its:
                                                 -------------------------------
                                                  TITLE (if applicable)

                                            By:
                                                 -------------------------------
                                                 SIGNATURE OF

                                            Its:
                                                 -------------------------------
                                                 TITLE (if applicable)

                                            By:
                                                 -------------------------------
                                                 SIGNATURE OF

                                            Its:
                                                 -------------------------------
                                                 TITLE (if applicable)


Borrower(s):
KINERGY MARKETING LLC
---------------------

                                      -16-