EX-10.24

                               SECURITY AGREEMENT

       SECURITY  AGREEMENT,  dated as of  December  7, 2005 (this  "AGREEMENT"),
among Secured  Services,  a Delaware  corporation (the "COMPANY") and all of the
Subsidiaries of the Company (such  subsidiaries,  the "GUARANTORS") (the Company
and Guarantors are collectively  referred to as the "DEBTORS") and the holder or
holders of the Company's 7.5% Secured  Promissory  Note due March 7, 2006 in the
original aggregate principal amount of $500,000 (the "NOTE"),  signatory hereto,
their  endorsees,  transferees  and  assigns  (collectively  referred to as, the
"SECURED PARTIES").

                              W I T N E S S E T H:

       WHEREAS,  pursuant to the Note, the Secured Parties have severally agreed
to extend the loans to the Company evidenced by the Note;

       WHEREAS,  pursuant to a certain Subsidiary Guarantee dated as of the date
hereof (the  "GUARANTY"),  the Guarantors  have jointly and severally  agreed to
guaranty and act as surety for payment of such loans; and

       WHEREAS,  in order to induce  the  Secured  Parties  to extend  the loans
evidenced  by the Notes,  each  Debtor has agreed to execute  and deliver to the
Secured Parties this Agreement and to grant the Secured Parties, PARI PASSU with
each other Secured Party, a perfected  security  interest in certain property of
such Debtor to secure the prompt  payment,  performance and discharge in full of
all of  the  Company's  obligations  under  the  Note  and  the  other  Debtor's
obligations under the Guaranty.

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

       1.     CERTAIN  DEFINITIONS.  As used in this  Agreement,  the  following
terms shall have the  meanings  set forth in this  Section 1. Terms used but not
otherwise  defined in this  Agreement  that are  defined in Article 9 of the UCC
(such as "account", "chattel paper", "commercial tort claim", "deposit account",
"document",    "equipment",    "fixtures",   "general   intangibles",   "goods",
"instruments",  "inventory",  "investment property",  "letter-of-credit rights",
"proceeds" and  "supporting  obligations")  shall have the  respective  meanings
given such terms in Article 9 of the UCC.

              (a)    "COLLATERAL"  means the  collateral  in which  the  Secured
       Parties are granted a security interest by this Agreement and which shall
       include the following personal property of the Debtors, whether presently
       owned or  existing  or  hereafter  acquired  or  coming  into  existence,
       wherever  situated,  and all  additions  and  accessions  thereto and all
       substitutions and replacements  thereof,  and all proceeds,  products and
       accounts thereof,  including,  without limitation,  all proceeds from the
       sale or transfer of the Collateral and of insurance covering the same and
       of any tort claims in connection therewith, and all dividends,  interest,
       cash,  notes,  securities,  equity interest or other property at any time

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       and from time to time  acquired,  receivable or otherwise  distributed in
       respect of, or in exchange for, any or all of the Pledged  Securities (as
       defined below):

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

              (ii)   All  contract   rights  and  other   general   intangibles,
       including,  without  limitation,  all partnership  interests,  membership
       interests,   stock  or  other   securities,   rights  under  any  of  the
       Organizational  Documents,  agreements related to the Pledged Securities,
       licenses,  distribution and other agreements,  computer software (whether
       "off-the-shelf",  licensed  from  any  third  party or  developed  by any
       Debtor),  computer  software  development  rights,  leases,   franchises,
       customer lists, quality control procedures,  grants and rights, goodwill,
       trademarks,  service marks, trade styles,  trade names,  patents,  patent
       applications, copyrights, and income tax refunds;

              (iii)  All accounts, together with all instruments,  all documents
       of  title   representing  any  of  the  foregoing,   all  rights  in  any
       merchandising,  goods, equipment,  motor vehicles and trucks which any of
       the same may  represent,  and all right,  title,  security and guaranties
       with respect to each account, including any right of stoppage in transit;

              (iv)   All documents,  letter-of-credit  rights,  instruments  and
       chattel paper;

              (v)    All commercial tort claims;

              (vi)   All deposit accounts and all cash (whether or not deposited
       in such deposit accounts);

              (vii)  All investment property;

              (viii) All supporting obligations; and

              (ix)   All files, records, books of account,  business papers, and
       computer programs; and

              (x)    the  products   and  proceeds  of  all  of  the   foregoing
       Collateral set forth in clauses (i)-(ix) above.

                                       10
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                     Without  limiting  the  generality  of the  foregoing,  the
              "COLLATERAL"  shall  include all  investment  property and general
              intangibles  respecting ownership and/or other equity interests in
              each  Guarantor,  including,  without  limitation,  the  shares of
              capital stock and the other equity  interests listed on SCHEDULE H
              hereto (as the same may be modified  from time to time pursuant to
              the terms  hereof),  and any other shares of capital  stock and/or
              other equity interests of any other direct or indirect  subsidiary
              of any Debtor  obtained  in the  future,  and,  in each case,  all
              certificates representing such shares and/or equity interests and,
              in  each  case,  all  rights,  options,   warrants,  stock,  other
              securities and/or equity interests that may hereafter be received,
              receivable or  distributed in respect of, or exchanged for, any of
              the foregoing  (all of the foregoing  being  referred to herein as
              the  "PLEDGED  SECURITIES")  and all  rights  arising  under or in
              connection with the Pledged Securities, including, but not limited
              to, all dividends, interest and cash.

                     Notwithstanding  the  foregoing,  nothing  herein  shall be
              deemed to  constitute  an  assignment  of any asset which,  in the
              event of an  assignment,  becomes void by operation of  applicable
              law  or  the  assignment  of  which  is  otherwise  prohibited  by
              applicable  law (in each case to the extent  that such  applicable
              law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the
              UCC or other similar applicable law); provided,  however,  that to
              the extent  permitted by  applicable  law,  this  Agreement  shall
              create a valid security  interest in such asset and, to the extent
              permitted by applicable  law, this Agreement  shall create a valid
              security interest in the proceeds of such asset.

                     Notwithstanding  anything herein to the contrary, until the
              Note   dated  July  7,  2003   issued  to  VASCO   Data   Security
              International, Inc. ("VASCO") is no longer outstanding, Collateral
              shall not include the following:  (i) the IDENTIPRISE  SECUREDUSER
              software   plus  any  and  all   enhancements,   improvements   or
              modifications  made to it, (ii) the customer contract with Integic
              Corporation  and accounts  receivable  from the Integic  contract,
              (iii) the fixed assets acquired by Secured from VASCO and (iv) any
              and all proceeds and products  which Secured  receives or which it
              may become  entitled to receive on account of any sale,  exchange,
              collection or other  disposition of all of the above,  or any part
              thereof.

              (b)    "INTELLECTUAL  PROPERTY" means the collective  reference to
       all rights,  priorities and privileges relating to intellectual property,
       whether  arising under United  States,  multinational  or foreign laws or
       otherwise,  including,  without  limitation,  (i) all copyrights  arising
       under the laws of the United  States,  any other country or any political
       subdivision  thereof,  whether  registered  or  unregistered  and whether
       published or unpublished,  all registrations and recordings thereof,  and
       all applications in connection therewith,  including, without limitation,
       all  registrations,  recordings  and  applications  in the United  States
       Copyright Office, (ii) all letters patent of the United States, any other
       country or any political subdivision thereof, all reissues and extensions
       thereof,  and all applications for letters patent of the United States or
       any   other    country    and   all    divisions,    continuations    and
       continuations-in-part   thereof,  (iii)  all  trademarks,   trade  names,
       corporate  names,  company names,  business  names,  fictitious  business
       names, trade dress,

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       service  marks,   logos,  domain  names  and  other  source  or  business
       identifiers,  and all  goodwill  associated  therewith,  now  existing or
       hereafter adopted or acquired,  all registrations and recordings thereof,
       and all  applications  in  connection  therewith,  whether  in the United
       States Patent and Trademark  Office or in any similar office or agency of
       the  United  States,  any  State  thereof  or any  other  country  or any
       political  subdivision  thereof, or otherwise,  and all common law rights
       related  thereto,  (iv) all trade  secrets  arising under the laws of the
       United States,  any other country or any political  subdivision  thereof,
       (v) all rights to obtain any  reissues,  renewals  or  extensions  of the
       foregoing,  (vi) all  licenses  for any of the  foregoing,  and (vii) all
       causes of action for infringement of the foregoing.

              (c)    "MAJORITY  IN  INTEREST"   shall  mean,   at  any  time  of
       determination,  the  majority  in  interest  (based  on  then-outstanding
       principal  amounts  of Notes at the  time of such  determination)  of the
       Secured Parties.

              (d)    "NECESSARY  ENDORSEMENT"  shall mean  undated  stock powers
       endorsed in blank or other proper instruments of assignment duly executed
       and such other  instruments  or  documents  as the Agent (as that term is
       defined below) may reasonably request.

              (e)    "OBLIGATIONS"  means all of the liabilities and obligations
       (primary,  secondary,  direct, contingent, sole, joint or several) due or
       to  become  due,  or  that  are  now or may be  hereafter  contracted  or
       acquired,  or owing to, of any Debtor to the Secured Parties,  including,
       without limitation,  all obligations under this Agreement, the Notes, the
       Guaranty  and  any  other  instruments,  agreements  or  other  documents
       executed and/or  delivered in connection  herewith or therewith,  in each
       case, whether now or hereafter existing, voluntary or involuntary, direct
       or indirect, absolute or contingent, liquidated or unliquidated,  whether
       or not  jointly  owed with  others,  and whether or not from time to time
       decreased or extinguished and later increased,  created or incurred,  and
       all or any portion of such  obligations or liabilities  that are paid, to
       the  extent  all or any part of such  payment  is  avoided  or  recovered
       directly or indirectly  from any of the Secured  Parties as a preference,
       fraudulent  transfer or  otherwise  as such  obligations  may be amended,
       supplemented,  converted, extended or modified from time to time. Without
       limiting the generality of the foregoing,  the term  "Obligations"  shall
       include, without limitation:  (i) principal of, and interest on the Notes
       and the loans  extended  pursuant  thereto;  (ii) any and all other fees,
       indemnities,  costs, obligations and liabilities of the Debtors from time
       to time  under or in  connection  with this  Agreement,  the  Notes,  the
       Guaranty  and  any  other  instruments,  agreements  or  other  documents
       executed and/or delivered in connection herewith or therewith;  and (iii)
       all amounts  (including  but not limited to  post-petition  interest)  in
       respect of the foregoing  that would be payable but for the fact that the
       obligations to pay such amounts are unenforceable or not allowable due to
       the  existence  of a  bankruptcy,  reorganization  or similar  proceeding
       involving any Debtor.

              (f)    "ORGANIZATIONAL   DOCUMENTS"  means  with  respect  to  any
       Debtor,  the  documents  by which such  Debtor was  organized  (such as a
       certificate  of  incorporation,

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       certificate  of limited  partnership  or  articles of  organization,  and
       including,  without  limitation,  any  certificates  of  designation  for
       preferred  stock or other forms of preferred  equity) and which relate to
       the internal  governance  of such Debtor (such as bylaws,  a  partnership
       agreement or an operating, limited liability or members agreement).

              (g)    "UCC" means the Uniform Commercial Code of the State of New
       York and or any other  applicable  law of any  state or states  which has
       jurisdiction  with respect to all, or any portion of, the  Collateral  or
       this  Agreement,  from time to time. It is the intent of the parties that
       defined terms in the UCC should be construed in their  broadest  sense so
       that the term  "Collateral"  will be  construed  in its  broadest  sense.
       Accordingly if there are, from time to time,  changes to defined terms in
       the UCC that broaden the definitions, they are incorporated herein and if
       existing definitions in the UCC are broader than the amended definitions,
       the existing ones shall be controlling.

       2.     GRANT  OF  PERFECTED  FIRST  PRIORITY  SECURITY  INTEREST.  As  an
inducement for the Secured Parties to extend the loans as evidenced by the Notes
and to secure the  complete and timely  payment,  performance  and  discharge in
full,  as the  case  may  be,  of all of the  Obligations,  each  Debtor  hereby
unconditionally and irrevocably pledges,  grants and hypothecates to the Secured
Parties a continuing and perfected  security interest in and to, a lien upon and
a right of set-off against all of their respective right,  title and interest of
whatsoever kind and nature in and to, the Collateral (the "SECURITY INTEREST").

       3.     DELIVERY OF CERTAIN COLLATERAL.  Contemporaneously or prior to the
execution of this Agreement,  each Debtor shall deliver or cause to be delivered
to the Agent (a) any and all certificates and other instruments  representing or
evidencing the Pledged  Securities,  and (b) any and all  certificates and other
instruments or documents representing any of the other Collateral, in each case,
together with all  Necessary  Endorsements.  The Debtors are,  contemporaneously
with the execution hereof,  delivering to Agent, or have previously delivered to
Agent, a true and correct copy of each Organizational  Document governing any of
the Pledged Securities.

       4.     REPRESENTATIONS,  WARRANTIES,  COVENANTS  AND  AGREEMENTS  OF  THE
DEBTORS.  Each Debtor represents and warrants to, and covenants and agrees with,
the Secured Parties as follows:

              (a)    Each  Debtor  has  the  requisite  corporate,  partnership,
       limited liability company or other power and authority to enter into this
       Agreement  and  otherwise  to carry out its  obligations  hereunder.  The
       execution,  delivery and performance by each Debtor of this Agreement and
       the  filings  contemplated  therein  have  been  duly  authorized  by all
       necessary  action on the part of such  Debtor  and no  further  action is
       required by such Debtor.  This  Agreement  has been duly executed by each
       Debtor.   This  Agreement   constitutes  the  legal,  valid  and  binding
       obligation of each Debtor,  enforceable against each Debtor in accordance
       with its terms except as such enforceability may be limited by applicable
       bankruptcy,  insolvency,  reorganization  and  similar  laws  of  general
       application relating to or affecting the rights and remedies of creditors
       and by general principles of equity.

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              (b)    The  Debtors  have no place of  business  or offices  where
       their  respective  books of account  and  records  are kept  (other  than
       temporarily  at the offices of its  attorneys or  accountants)  or places
       where Collateral is stored or located,  except as set forth on SCHEDULE A
       attached  hereto.  Except as  specifically  set forth on SCHEDULE A, each
       Debtor is the record owner of the real property where such  Collateral is
       located,  and there  exist no  mortgages  or other liens on any such real
       property except for Permitted Liens (as defined in the Notes).  Except as
       disclosed on SCHEDULE A, none of such  Collateral is in the possession of
       any consignee, bailee, warehouseman, agent or processor.

              (c)    Except as set forth on  SCHEDULE  B  attached  hereto,  the
       Debtors are the sole owner of the  Collateral  (except for  non-exclusive
       licenses granted by any Debtor in the ordinary course of business),  free
       and  clear of any  liens,  security  interests,  encumbrances,  rights or
       claims, and are fully authorized to grant the Security Interest. There is
       not on  file in any  governmental  or  regulatory  authority,  agency  or
       recording office an effective  financing  statement,  security agreement,
       license or  transfer  or any notice of any of the  foregoing  (other than
       those that will be filed in favor of the Secured Parties pursuant to this
       Agreement)  covering or affecting any of the Collateral.  So long as this
       Agreement shall be in effect, the Debtors shall not execute and shall not
       knowingly  permit to be on file in any such  office  or  agency  any such
       financing statement or other document or instrument (except to the extent
       filed or recorded in favor of the Secured  Parties  pursuant to the terms
       of this Agreement).

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

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

              (f)    This  Agreement  creates in favor of the Secured  Parties a
       valid,  security  interest in the  Collateral,  securing  the payment and
       performance of the Obligations.  Upon making the filings described in the
       immediately following paragraph, all security

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       interests  created  hereunder in any Collateral which may be perfected by
       filing Uniform Commercial Code financing  statements shall have been duly
       perfected. Except for the filing of the Uniform Commercial Code financing
       statements  referred  to in  the  immediately  following  paragraph,  the
       recordation of the Intellectual  Property Security  Agreement (as defined
       below) with  respect to  copyrights  and  copyright  applications  in the
       United  States  Copyright  Office  referred  to  in  paragraph  (m),  the
       execution and delivery of deposit account control  agreements  satisfying
       the  requirements of Section  9-104(a)(2) of the UCC with respect to each
       deposit account of the Debtors,  and the delivery of the certificates and
       other  instruments  provided  in  Section  3, no action is  necessary  to
       create,  perfect or protect the  security  interests  created  hereunder.
       Without  limiting the generality of the foregoing,  except for the filing
       of said  financing  statements,  the  recordation  of  said  Intellectual
       Property  Security  Agreement,  and the  execution  and  delivery of said
       deposit account control  agreements,  no consent of any third parties and
       no authorization, approval or other action by, and no notice to or filing
       with, any  governmental  authority or regulatory body is required for (i)
       the  execution,  delivery and  performance  of this  Agreement,  (ii) the
       creation or perfection of the Security Interests created hereunder in the
       Collateral or (iii) the  enforcement of the rights of the Secured Parties
       hereunder.

              (g)    Each Debtor hereby  authorizes the Secured Parties,  or any
       of them,  to file one or more  financing  statements  under the UCC, with
       respect to the Security  Interest  with the proper  filing and  recording
       agencies in any jurisdiction deemed proper by them.

              (h)    The execution,  delivery and  performance of this Agreement
       by the  Debtors  does  not  (i)  violate  any of  the  provisions  of any
       Organizational Documents of any Debtor or any judgment,  decree, order or
       award of any court,  governmental  body or arbitrator  or any  applicable
       law, rule or regulation  applicable to any Debtor or (ii) conflict  with,
       or constitute a default (or an event that with notice or lapse of time or
       both  would  become a  default)  under,  or give to others  any rights of
       termination,  amendment,  acceleration or  cancellation  (with or without
       notice, lapse of time or both) of, any agreement,  credit facility,  debt
       or other instrument  (evidencing any Debtor's debt or otherwise) or other
       understanding  to which any Debtor is a party or by which any property or
       asset of any Debtor is bound or affected. No consent (including,  without
       limitation, from stockholders or creditors of any Debtor) is required for
       any Debtor to enter into and perform its obligations hereunder.

              (i)    The  capital  stock and other  equity  interests  listed on
       SCHEDULE H hereto  represent  all of the capital  stock and other  equity
       interests of the  Guarantors,  and  represent all capital stock and other
       equity interests owned,  directly or indirectly,  by the Company.  All of
       the Pledged Securities are validly issued,  fully paid and nonassessable,
       and  the  Company  is the  legal  and  beneficial  owner  of the  Pledged
       Securities,  free  and  clear of any  lien,  security  interest  or other
       encumbrance  except for the security  interests created by this Agreement
       and other Permitted Liens (as defined in the Note).
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              (j)    Each  Debtor  shall at all  times  maintain  the  liens and
       Security  Interest  provided for hereunder as valid and  perfected  first
       priority  liens and security  interests in the Collateral in favor of the
       Secured Parties until this Agreement and the Security Interest  hereunder
       shall be  terminated  pursuant to Section 14 hereof.  Each Debtor  hereby
       agrees to defend the same  against  the claims of any and all persons and
       entities.  Each Debtor shall safeguard and protect all Collateral for the
       account of the Secured  Parties.  At the request of the Secured  Parties,
       each Debtor  will sign and deliver to the Secured  Parties at any time or
       from time to time one or more financing statements pursuant to the UCC in
       form reasonably satisfactory to the Secured Parties and will pay the cost
       of filing the same in all public offices wherever filing is, or is deemed
       by the Secured Parties to be, necessary or desirable to effect the rights
       and obligations  provided for herein.  Without limiting the generality of
       the  foregoing,  each Debtor shall pay all fees,  taxes and other amounts
       necessary to maintain the Collateral and the Security Interest hereunder,
       and each Debtor shall obtain and furnish to the Secured Parties from time
       to time, upon demand,  such releases and/or  subordinations of claims and
       liens  which may be required to  maintain  the  priority of the  Security
       Interest hereunder.

              (k)    No Debtor will  transfer,  pledge,  hypothecate,  encumber,
       license,  sell or otherwise dispose of any of the Collateral  (except for
       non-exclusive  licenses  granted  by a Debtor in its  ordinary  course of
       business and sales of  inventory  by a Debtor in its  ordinary  course of
       business) without the prior written consent of a Majority in Interest.

              (l)    Each  Debtor  shall  keep  and   preserve  its   equipment,
       inventory and other  tangible  Collateral in good  condition,  repair and
       order and shall not operate or locate any such Collateral (or cause to be
       operated or located) in any area excluded from insurance coverage.

              (m)    Each  Debtor  shall  maintain  with  financially  sound and
       reputable insurers, insurance with respect to the Collateral against loss
       or damage of the kinds and in the amounts  customarily insured against by
       entities of established  reputation having similar  properties  similarly
       situated and in such amounts as are  customarily  carried  under  similar
       circumstances  by other such  entities  and  otherwise  as is prudent for
       entities  engaged in similar  businesses  but in any event  sufficient to
       cover the full  replacement  cost  thereof.  Each Debtor shall cause each
       insurance  policy  issued in  connection  herewith  to  provide,  and the
       insurer  issuing  such  policy to certify to the Agent that (a) the Agent
       will be named as lender loss payee and additional insured under each such
       insurance  policy;  (b) if such  insurance be proposed to be cancelled or
       materially changed for any reason whatsoever,  such insurer will promptly
       notify the Agent and such  cancellation  or change shall not be effective
       as to the Agent for at least thirty (30) days after  receipt by the Agent
       of such notice, unless the effect of such change is to extend or increase
       coverage under the policy;  and (c) the Agent will have the right (but no
       obligation)  at its  election  to remedy any  default  in the  payment of
       premiums  within  thirty  (30) days of notice  from the  insurer  of such
       default.  If no Event of Default (as  defined in the Note)  exists and if
       the proceeds  arising out of any claim or series of related claims do not
       exceed  $100,000,  loss  payments in each instance will be applied by the
       applicable Debtor to the repair and/or

<PAGE>


       replacement  of property  with  respect to which the loss was incurred to
       the extent  reasonably  feasible,  and any loss  payments  or the balance
       thereof remaining,  to the extent not so applied, shall be payable to the
       applicable  Debtor,  provided,  however,  that  payments  received by any
       Debtor after an Event of Default occurs and is continuing or in excess of
       $100,000 for any  occurrence  or series of related  occurrences  shall be
       paid to the Agent and, if received by such Debtor, shall be held in trust
       for and immediately paid over to the Agent unless  otherwise  directed in
       writing  by  the  Agent.   Copies  of  such   policies   or  the  related
       certificates,  in each case,  naming  the Agent as lender  loss payee and
       additional  insured shall be delivered to the Agent at least annually and
       at the time any new policy of insurance is issued.

              (n)    Each  Debtor  shall,  within  ten  (10)  days of  obtaining
       knowledge  thereof,  advise the Secured Parties  promptly,  in sufficient
       detail,  of  any  substantial  change  in  the  Collateral,  and  of  the
       occurrence of any event which would have a material adverse effect on the
       value of the  Collateral  or on the Secured  Parties'  security  interest
       therein.

              (o)    Each  Debtor  shall  promptly  execute  and  deliver to the
       Secured  Parties such further  deeds,  mortgages,  assignments,  security
       agreements,   financing  statements  or  other  instruments,   documents,
       certificates  and  assurances and take such further action as the Secured
       Parties may from time to time request and may in its sole discretion deem
       necessary  to perfect,  protect or enforce its  security  interest in the
       Collateral.

              (p)    Each Debtor  shall take all steps  reasonably  necessary to
       diligently  pursue and seek to preserve,  enforce and collect any rights,
       claims,  causes of action  and  accounts  receivable  in  respect  of the
       Collateral.

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

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

              (s)    No  Debtor  will  change  its name,  type of  organization,
       jurisdiction of organization, organizational identification number (if it
       has one),  legal or  corporate  structure,  or  identity,  or add any new
       fictitious  name unless it provides at least 30 days prior written notice
       to the Secured  Parties of such  change and, at the time of such  written
       notification,  such Debtor  provides any financing  statements or fixture
       filings  necessary  to  perfect  and  continue  perfected  the  perfected
       security Interest granted and evidenced by this Agreement.
<PAGE>


              (t)    No Debtor may relocate its chief executive  office to a new
       location without providing 30 days prior written  notification thereof to
       the  Secured  Parties  and so  long  as,  at the  time  of  such  written
       notification,  such Debtor  provides any financing  statements or fixture
       filings  necessary  to  perfect  and  continue  perfected  the  perfected
       security Interest granted and evidenced by this Agreement.

              (u)    Each  Debtor was  organized  and remains  organized  solely
       under the laws of the state set forth next to such  Debtor's  name in the
       first paragraph of this Agreement.  SCHEDULE D attached hereto sets forth
       each Debtor's organizational identification number or, if any Debtor does
       not have one, states that one does not exist.

              (v)    (i) The actual name of each Debtor is the name set forth on
       the signature pages hereto;  (ii) no Debtor has any trade names except as
       set forth on  SCHEDULE  E attached  hereto;  (iii) no Debtor has used any
       name other than that stated in the signature pages hereto or as set forth
       on SCHEDULE E for the preceding five years; and (iv) no entity has merged
       into any Debtor or been acquired by any Debtor within the past five years
       except as set forth on SCHEDULE E.

              (w)    At any  time  and from  time to time  that  any  Collateral
       consists  of  instruments,  certificated  securities  or other items that
       require or permit possession by the secured party to perfect the security
       interest  created  hereby,  the  applicable  Debtor  shall  deliver  such
       Collateral to the Agent.

              (x)    If there is any  investment  property  or  deposit  account
       included as  Collateral  that can be perfected  by  "control"  through an
       account  control  agreement,  the  applicable  Debtor shall cause such an
       account   control   agreement,   in  form  and  substance  in  each  case
       satisfactory to the Secured Parties,  to be entered into and delivered to
       the Secured Parties at the request of the Agent.

              (y)    To the extent that any  Collateral is in the  possession of
       any third  party,  the  applicable  Debtor  shall  join with the  Secured
       Parties in notifying  such third party of the Secured  Parties'  security
       interest in such  Collateral  and shall use its best efforts to obtain an
       acknowledgement  and agreement  from such third party with respect to the
       Collateral, in form and substance satisfactory to the Secured Parties.

              (z)    Each Debtor shall cause each  subsidiary  of such Debtor to
       immediately become a party hereto (an "ADDITIONAL  DEBTOR"), by executing
       and delivering an Additional  Debtor Joinder in substantially the form of
       ANNEX A attached hereto and comply with the provisions  hereof applicable
       to the Debtors. Concurrent therewith, the Additional Debtor shall deliver
       replacement  schedules for, or supplements to all other  Schedules to (or
       referred  to  in)  this  Agreement,  as  applicable,   which  replacement
       schedules shall  supersede,  or supplements  shall modify,  the Schedules
       then in effect. The Additional Debtor shall also deliver such opinions of
       counsel, authorizing resolutions, good standing certificates,  incumbency
       certificates,  organizational  documents,  financing statements and other
       information and documentation as the Secured Parties may

<PAGE>


       reasonably  request.  Upon  delivery  of the  foregoing  to  the  Secured
       Parties,  the  Additional  Debtor  shall  be and  become  a party to this
       Agreement with the same rights and  obligations  as the Debtors,  for all
       purposes hereof as fully and to the same extent as if it were an original
       signatory  hereto  and shall be deemed to have made the  representations,
       warranties and covenants set forth herein as of the date of execution and
       delivery of such Additional Debtor Joinder,  and all references herein to
       the "Debtors" shall be deemed to include each Additional Debtor.

              (aa)   Each  Debtor  shall vote the Pledged  Securities  to comply
       with the covenants and agreements set forth herein and in the Notes.

              (bb)   Each Debtor  shall  register  the pledge of the  applicable
       Pledged Securities on the books of such Debtor.  Each Debtor shall notify
       each  issuer  of  Pledged  Securities  to  register  the  pledge  of  the
       applicable  Pledged  Securities in the name of the Secured Parties on the
       books of such  issuer.  Further,  except  with  respect  to  certificated
       securities delivered to the Agent, the applicable Debtor shall deliver to
       Agent an  acknowledgement  of pledge  (which,  where  appropriate,  shall
       comply  with  the  requirements  of the  relevant  UCC  with  respect  to
       perfection  by  registration)  signed  by the  issuer  of the  applicable
       Pledged Securities,  which acknowledgement shall confirm that: (a) it has
       registered  the  pledge  on its books  and  records;  and (b) at any time
       directed by Agent during the  continuation  of an Event of Default,  such
       issuer will transfer the record ownership of such Pledged Securities into
       the  name of any  designee  of  Agent,  will  take  such  steps as may be
       necessary  to  effect  the  transfer,  and will  comply  with  all  other
       instructions  of Agent  regarding  such  Pledged  Securities  without the
       further consent of the applicable Debtor.

              (cc)   In the  event  that,  upon an  occurrence  of an  Event  of
       Default, Agent shall sell all or any of the Pledged Securities to another
       party or parties  (herein called the  "TRANSFEREE")  or shall purchase or
       retain all or any of the Pledged  Securities,  each Debtor shall,  to the
       extent  applicable:  (i) deliver to Agent or the Transferee,  as the case
       may be, the  articles  of  incorporation,  bylaws,  minute  books,  stock
       certificate   books,   corporate  seals,   deeds,   leases,   indentures,
       agreements,  evidences  of  indebtedness,  books  of  account,  financial
       records and all other Organizational Documents and records of the Debtors
       and their direct and indirect subsidiaries;  (ii) use its best efforts to
       obtain resignations of the persons then serving as officers and directors
       of  the  Debtors  and  their  direct  and  indirect  subsidiaries,  if so
       requested;  and (iii) use its best efforts to obtain any  approvals  that
       are required by any  governmental  or regulatory  body in order to permit
       the sale of the Pledged  Securities to the  Transferee or the purchase or
       retention of the Pledged  Securities by Agent and allow the Transferee or
       Agent to  continue  the  business  of the  Debtors  and their  direct and
       indirect subsidiaries.

              (dd)   Each  Debtor  will  from  time to time,  at the  joint  and
       several  expense of the  Debtors,  promptly  execute and deliver all such
       further  instruments  and documents,  and take all such further action as
       may be necessary or desirable,  or as the Secured  Parties may reasonably
       request, in order to perfect and protect any security interest granted or
       purported  to be  granted  hereby or to enable  the  Secured  Parties  to
       exercise and enforce

<PAGE>


       their rights and remedies hereunder and with respect to any Collateral or
       to otherwise carry out the purposes of this Agreement.

              (ee)   SCHEDULE F attached hereto lists all of the patents, patent
       applications,  trademarks, trademark applications, registered copyrights,
       and  domain  names  owned by any of the  Debtors  as of the date  hereof.
       SCHEDULE F lists all material licenses in favor of any Debtor for the use
       of any patents,  trademarks,  copyrights  and domain names as of the date
       hereof. All material patents and trademarks of the Debtors have been duly
       recorded  at the  United  States  Patent  and  Trademark  Office  and all
       material  copyrights of the Debtors have been duly recorded at the United
       States Copyright Office.

              (ff)   Except as set forth on SCHEDULE G attached hereto,  none of
       the account debtors or other persons or entities  obligated on any of the
       Collateral is a governmental  authority covered by the Federal Assignment
       of Claims Act or any similar  federal,  state or local statute or rule in
       respect of such Collateral.

       5.     EFFECT OF  PLEDGE  ON  CERTAIN  RIGHTS.  If any of the  Collateral
subject to this Agreement  consists of nonvoting  equity or ownership  interests
(regardless of class,  designation,  preference or rights) that may be converted
into voting equity or ownership  interests upon the occurrence of certain events
(including,  without  limitation,  upon the  transfer of all or any of the other
stock or assets of the  issuer),  it is agreed that the pledge of such equity or
ownership  interests  pursuant to this  Agreement or the  enforcement  of any of
Agent's rights hereunder shall not be deemed to be the type of event which would
trigger  such   conversion   rights   notwithstanding   any  provisions  in  the
Organizational  Documents  or  agreements  to which any  Debtor is subject or to
which any Debtor is party.

       6.     DEFAULTS. The following events shall be "EVENTS OF DEFAULT":

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

              (b)    Any  representation  or  warranty  of any  Debtor  in  this
       Agreement shall prove to have been incorrect in any material respect when
       made;

              (c)    The  failure by any Debtor to observe or perform any of its
       obligations  hereunder for five (5) days after delivery to such Debtor of
       notice of such  failure by or on behalf of a Secured  Party  unless  such
       default is capable of cure but cannot be cured within such time frame and
       such Debtor is using best efforts to cure same in a timely fashion; or

              (d)    If any  provision of this  Agreement  shall at any time for
       any  reason  be  declared  to be  null  and  void,  or  the  validity  or
       enforceability  thereof shall be contested by any Debtor, or a proceeding
       shall be commenced by any Debtor, or by any governmental authority having
       jurisdiction  over any Debtor,  seeking to establish  the  invalidity  or

<PAGE>


       unenforceability  thereof,  or any Debtor  shall deny that any Debtor has
       any liability or obligation purported to be created under this Agreement.

       7.     DUTY TO HOLD IN TRUST.

              (a)    Upon the occurrence of any Event of Default and at any time
       thereafter,  each Debtor  shall,  upon  receipt of any  revenue,  income,
       dividend,  interest  or other  sums  subject  to the  Security  Interest,
       whether  payable  pursuant  to the Note or  otherwise,  or of any  check,
       draft,   note,  trade  acceptance  or  other  instrument   evidencing  an
       obligation  to pay any such sum,  hold the same in trust for the  Secured
       Parties  and  shall  forthwith  endorse  and  transfer  any such  sums or
       instruments,  or both, to the Secured Parties,  pro-rata in proportion to
       their initial  purchases of Notes for application to the  satisfaction of
       the  Obligations  (and  if any  Note  is  not  outstanding,  pro-rata  in
       proportion to the initial purchases of the remaining Notes).

              (b)    If any Debtor  shall  become  entitled  to receive or shall
       receive any securities or other property (including,  without limitation,
       shares  of  Pledged  Securities  or  instruments   representing   Pledged
       Securities  acquired  after the date hereof,  or any  options,  warrants,
       rights or other similar property or certificates representing a dividend,
       or  any   distribution   in   connection   with   any   recapitalization,
       reclassification  or  increase  or  reduction  of  capital,  or issued in
       connection with any reorganization of such Debtor or any of its direct or
       indirect  subsidiaries) in respect of the Pledged Securities  (whether as
       an addition  to, in  substitution  of, or in exchange  for,  such Pledged
       Securities  or  otherwise),  such Debtor agrees to (i) accept the same as
       the agent of the Secured  Parties;  (ii) hold the same in trust on behalf
       of and for the benefit of the Secured  Parties;  and (iii) to deliver any
       and all  certificates  or instruments  evidencing the same to Agent on or
       before the close of  business on the fifth  business  day  following  the
       receipt thereof by such Debtor,  in the exact form received together with
       the Necessary  Endorsements,  to be held by Agent subject to the terms of
       this Agreement as Collateral.

       8.     RIGHTS AND REMEDIES UPON DEFAULT.

              (a)    Upon the occurrence of any Event of Default and at any time
       thereafter,  the Secured  Parties,  acting through any agent appointed by
       them for  such  purpose,  shall  have the  right to  exercise  all of the
       remedies conferred hereunder and under the Notes, and the Secured Parties
       shall have all the rights and remedies of a secured  party under the UCC.
       Without  limitation,  the Secured Parties shall have the following rights
       and powers:

                     (i)    The  Secured  Parties  shall  have the right to take
              possession of the Collateral  and, for that purpose,  enter,  with
              the aid and  assistance  of any  person,  any  premises  where the
              Collateral,  or any part  thereof,  is or may be placed and remove
              the same,  and each Debtor shall  assemble the Collateral and make
              it  available  to the Secured  Parties at places which the Secured
              Parties shall reasonably select, whether at such Debtor's premises
              or elsewhere,  and make available to the Secured Parties,  without
              rent, all of such Debtor's respective

<PAGE>


              premises  and  facilities  for the purpose of the Secured  Parties
              taking  possession  of,  removing  or putting  the  Collateral  in
              saleable or disposable form.

                     (ii)   Upon notice to the  Debtors by Agent,  all rights of
              each Debtor to  exercise  the voting and other  consensual  rights
              which it would otherwise be entitled to exercise and all rights of
              each Debtor to receive the dividends  and interest  which it would
              otherwise be authorized to receive and retain,  shall cease.  Upon
              such notice,  Agent shall have the right to receive any  interest,
              cash  dividends or other  payments on the  Collateral  and, at the
              option of Agent, to exercise in such Agent's discretion all voting
              rights pertaining thereto.  Without limiting the generality of the
              foregoing,  Agent shall have the right (but not the obligation) to
              exercise all rights with respect to the  Collateral as it were the
              sole and absolute owners thereof,  including,  without limitation,
              to vote and/or to exchange, at its sole discretion,  any or all of
              the  Collateral  in  connection  with  a  merger,  reorganization,
              consolidation,  recapitalization or other readjustment  concerning
              or involving the  Collateral or any Debtor or any of its direct or
              indirect subsidiaries.

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

                     (iv)   The  Secured  Parties  shall have the right (but not
              the  obligation)  to notify any account  debtors and any  obligors
              under  instruments  or accounts to make  payments  directly to the
              Secured  Parties and to enforce the Debtors'  rights  against such
              account debtors and obligors.

                     (v)    The Secured  Parties may (but are not  obligated to)
              direct any  financial  intermediary  or any other person or entity
              holding  any  investment  property  to  transfer  the  same to the
              Secured Parties or their designee.

                     (vi)   The Secured  Parties may (but are not  obligated to)
              transfer any or all Intellectual  Property  registered in the name
              of any Debtor at the United  States

<PAGE>


              Patent and Trademark  Office and/or Copyright Office into the name
              of the Secured  Parties or any  designee or any  purchaser  of any
              Collateral.

              (b)    The Agent may comply with any  applicable law in connection
       with  a  disposition  of  Collateral  and  such  compliance  will  not be
       considered adversely to affect the commercial  reasonableness of any sale
       of the Collateral.  The Agent may sell the Collateral  without giving any
       warranties and may specifically  disclaim such  warranties.  If the Agent
       sells any of the Collateral on credit,  the Debtors will only be credited
       with payments  actually made by the purchaser.  In addition,  each Debtor
       waives  any and all  rights  that it may have to a  judicial  hearing  in
       advance of the  enforcement  of any of the  Agent's  rights and  remedies
       hereunder, including, without limitation, its right following an Event of
       Default to take  immediate  possession of the  Collateral and to exercise
       its rights and remedies with respect thereto.

              (c)    For the purpose of enabling  the Agent to further  exercise
       rights  and  remedies  under  this  Section 8 or  elsewhere  provided  by
       agreement or applicable law, each Debtor hereby grants to the Agent,  for
       the  benefit  of the  Agent  and the  Secured  Parties,  an  irrevocable,
       nonexclusive  license  (exercisable  without  payment of royalty or other
       compensation to such Debtor) to use,  license or sublicense  following an
       Event of  Default,  any  Intellectual  Property  now  owned or  hereafter
       acquired  by such  Debtor,  and  wherever  the same may be  located,  and
       including  in such  license  access  to all  media  in  which  any of the
       licensed items may be recorded or stored and to all computer software and
       programs used for the compilation or printout thereof.

       9.     APPLICATIONS OF PROCEEDS.  The proceeds of any such sale, lease or
other  disposition of the Collateral  hereunder  shall be applied first,  to the
expenses of retaking,  holding,  storing,  processing  and  preparing  for sale,
selling, and the like (including,  without limitation, any taxes, fees and other
costs  incurred in connection  therewith) of the  Collateral,  to the reasonable
attorneys' fees and expenses  incurred by the Secured Parties in enforcing their
rights hereunder and in connection with collecting, storing and disposing of the
Collateral,  and then to  satisfaction  of the  Obligations  pro rata  among the
Secured  Parties (based on  then-outstanding  principal  amounts of Notes at the
time  of any  such  determination),  and to the  payment  of any  other  amounts
required by  applicable  law,  after which the Secured  Parties shall pay to the
applicable  Debtor any surplus  proceeds.  If,  upon the sale,  license or other
disposition of the Collateral,  the proceeds thereof are insufficient to pay all
amounts to which the Secured Parties are legally  entitled,  the Debtors will be
liable for the deficiency,  together with interest  thereon,  at the rate of 10%
per annum or the lesser amount permitted by applicable law (the "Default Rate"),
and the  reasonable  fees of any  attorneys  employed by the Secured  Parties to
collect such deficiency.  To the extent permitted by applicable law, each Debtor
waives all claims,  damages and demands  against the Secured Parties arising out
of the repossession,  removal,  retention or sale of the Collateral,  unless due
solely to the gross  negligence or willful  misconduct of the Secured Parties as
determined  by a final  judgment  (not subject to further  appeal) of a court of
competent jurisdiction.

       10.    SECURITIES LAW PROVISION. Each Debtor recognizes that Agent may be
limited  in its  ability  to  effect a sale to the  public of all or part of the
Pledged  Securities by reason of certain

<PAGE>


prohibitions  in the  Securities  Act of 1933,  as amended,  or other federal or
state  securities  laws  (collectively,  the  "SECURITIES  LAWS"),  and  may  be
compelled to resort to one or more sales to a restricted group of purchasers who
may be  required  to agree to  acquire  the  Pledged  Securities  for  their own
account,  for  investment  and not  with a view to the  distribution  or  resale
thereof.  Each  Debtor  agrees  that sales so made may be at prices and on terms
less favorable than if the Pledged  Securities were sold to the public, and that
Agent has no  obligation  to delay the sale of any  Pledged  Securities  for the
period of time  necessary  to register  the Pledged  Securities  for sale to the
public under the Securities  Laws. Each Debtor shall cooperate with Agent in its
attempt  to satisfy  any  requirements  under the  Securities  Laws  (including,
without limitation, registration thereunder if requested by Agent) applicable to
the sale of the Pledged Securities by Agent.

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

       12.    RESPONSIBILITY FOR COLLATERAL.  The Debtors assume all liabilities
and responsibility in connection with all Collateral,  and the Obligations shall
in no way be affected or diminished by reason of the loss,  destruction,  damage
or theft of any of the Collateral or its unavailability for any reason.  Without
limiting the generality of the foregoing,  (a) neither the Agent nor any Secured
Party (i) has any duty  (either  before or after an Event of Default) to collect
any amounts in respect of the  Collateral or to preserve any rights  relating to
the Collateral,  or (ii) has any obligation to clean-up or otherwise prepare the
Collateral for sale, and (b) each Debtor shall remain obligated and liable under
each  contract  or  agreement  included  in the  Collateral  to be  observed  or
performed  by such Debtor  thereunder.  Neither the Agent nor any Secured  Party
shall have any  obligation or liability  under any such contract or agreement by
reason of or arising  out of this  Agreement  or the receipt by the Agent or any
Secured Party of any payment  relating to any of the  Collateral,  nor shall the
Agent or any  Secured  Party be  obligated  in any manner to perform  any of the
obligations  of any Debtor under or pursuant to any such  contract or agreement,
to make inquiry as to the nature or sufficiency  of any payment  received by the
Agent or any Secured Party in respect of the Collateral or as to the sufficiency
of any performance by any party under any such contract or agreement, to present
or file any claim,  to take any action to enforce any  performance or to collect
the payment of any amounts which may have been assigned to the Agent or to which
the Agent or any Secured Party may be entitled at any time or times.
<PAGE>


       13.    [INTENTIONALLY DELETED].

       14.    TERM OF AGREEMENT.  This Agreement and the Security Interest shall
terminate  on the  date  on  which  all  payments  under  the  Notes  have  been
indefeasibly  paid  in  full  and  all  other  Obligations  have  been  paid  or
discharged;  provided, however, that all indemnities of the Debtors contained in
this Agreement (including, without limitation, Annex B hereto) shall survive and
remain  operative and in full force and effect  regardless of the termination of
this Agreement.

       15.    POWER OF ATTORNEY; FURTHER ASSURANCES.

              (a)    Each Debtor authorizes the Secured Parties, and does hereby
       make,  constitute  and appoint the Secured  Parties and their  respective
       officers,  agents, successors or assigns with full power of substitution,
       as such Debtor's  true and lawful  attorney-in-fact,  with power,  in the
       name of the  various  Secured  Parties  or such  Debtor,  to,  after  the
       occurrence and during the continuance of an Event of Default, (i) endorse
       any note,  checks,  drafts,  money orders or other instruments of payment
       (including  payments  payable  under  or in  respect  of  any  policy  of
       insurance) in respect of the Collateral  that may come into possession of
       the Secured  Parties;  (ii) to sign and endorse any  financing  statement
       pursuant  to the UCC or any  invoice,  freight or express  bill,  bill of
       lading,   storage  or  warehouse   receipts,   drafts  against   debtors,
       assignments,  verifications and notices in connection with accounts,  and
       other  documents  relating to the  Collateral;  (iii) to pay or discharge
       taxes, liens, security interests or other encumbrances at any time levied
       or  placed on or  threatened  against  the  Collateral;  (iv) to  demand,
       collect,  receipt  for,  compromise,  settle  and sue for  monies  due in
       respect of the Collateral;  (v) to transfer any Intellectual  Property or
       provide  licenses   respecting  any  Intellectual   Property;   and  (vi)
       generally,  at the option of the Secured  Parties,  and at the expense of
       the Debtors,  at any time,  or from time to time,  to execute and deliver
       any and all documents and instruments and to do all acts and things which
       the Secured Parties deem necessary to protect,  preserve and realize upon
       the  Collateral  and the Security  Interest  granted  therein in order to
       effect  the  intent  of this  Agreement  and the  Notes  all as fully and
       effectually  as the  Debtors  might or could do; and each  Debtor  hereby
       ratifies all that said attorney  shall lawfully do or cause to be done by
       virtue  hereof.  This power of attorney is coupled  with an interest  and
       shall be  irrevocable  for the term of this  Agreement and  thereafter as
       long as any of the Obligations shall be outstanding.  The designation set
       forth  herein  shall be deemed to amend and  supersede  any  inconsistent
       provision  in  the   Organizational   Documents  or  other  documents  or
       agreements  to which any  Debtor is  subject  or to which any Debtor is a
       party.  Without  limiting  the  generality  of the  foregoing,  after the
       occurrence  and  during  the  continuance  of an Event of  Default,  each
       Secured  Party  is  specifically  authorized  to  execute  and  file  any
       applications  for  or  instruments  of  transfer  and  assignment  of any
       patents,  trademarks,  copyrights or other Intellectual Property with the
       United States Patent and Trademark Office and the United States Copyright
       Office.

              (b)    On a  continuing  basis,  each Debtor  will make,  execute,
       acknowledge,  deliver,  file and  record,  as the  case may be,  with the
       proper  filing and  recording  agencies in any  jurisdiction,  including,
       without  limitation,  the jurisdictions  indicated on SCHEDULE

<PAGE>


       C attached hereto, all such instruments,  and take all such action as may
       reasonably be deemed necessary or advisable,  or as reasonably  requested
       by  the  Secured  Parties,  to  perfect  the  Security  Interest  granted
       hereunder  and  otherwise  to carry out the intent and  purposes  of this
       Agreement,  or for assuring  and  confirming  to the Secured  Parties the
       grant  or  perfection  of  a  perfected  security  interest  in  all  the
       Collateral under the UCC.

              (c)    Each Debtor hereby irrevocably appoints the Secured Parties
       as such Debtor's  attorney-in-fact,  with full authority in the place and
       instead of such Debtor and in the name of such Debtor,  from time to time
       in the Secured Parties' discretion, to take any action and to execute any
       instrument  which the Secured  Parties may deem necessary or advisable to
       accomplish the purposes of this Agreement,  including the filing,  in its
       sole discretion,  of one or more financing or continuation statements and
       amendments  thereto,  relative  to  any  of the  Collateral  without  the
       signature  of  such  Debtor  where  permitted  by  law,  which  financing
       statements  may (but need not) describe the Collateral as "all assets" or
       "all  personal  property" or words of like import,  and ratifies all such
       actions taken by the Secured  Parties.  This power of attorney is coupled
       with an interest and shall be irrevocable  for the term of this Agreement
       and thereafter as long as any of the Obligations shall be outstanding.

       16.    NOTICES. All notices,  requests,  demands and other communications
hereunder shall be subject to the notice provision of the Notes.

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

       18.    APPOINTMENT OF AGENT. The Secured Parties hereby appoint Midsummer
Investment,  Ltd. to act as their agent ("AGENT") for purposes of exercising any
and all rights and remedies of the Secured Parties  hereunder.  Such appointment
shall continue until revoked in writing by a Majority in Interest, at which time
a Majority in  Interest  shall  appoint a new Agent;  provided,  that  Midsummer
Investment,  Ltd. may not be removed as Agent unless Midsummer Investment,  Ltd.
shall then hold less than  $50,000  principal  amount of Notes.  The Agent shall
have the rights, responsibilities and immunities set forth in ANNEX B hereto.

       19.    MISCELLANEOUS.

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


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

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

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

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

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

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

              (h)    All  questions   concerning  the  construction,   validity,
       enforcement and interpretation of this Agreement shall be governed by and
       construed and enforced in accordance  with the internal laws of the State
       of New  York,  without  regard  to the  principles  of  conflicts  of law
       thereof.   Each  Debtor  agrees  that  all  proceedings   concerning  the
       interpretations, enforcement and defense of the transactions contemplated
       by this Agreement and the Note (whether brought against a party hereto or
       its respective affiliates,  directors, officers, shareholders,  partners,
       members, employees or agents) shall be commenced exclusively in the state
       and federal courts sitting in the City of New York,

<PAGE>


       Borough of  Manhattan.  Each  Debtor  hereby  irrevocably  submits to the
       exclusive  jurisdiction  of the state and federal  courts  sitting in the
       City of New  York,  Borough  of  Manhattan  for the  adjudication  of any
       dispute  hereunder  or in  connection  herewith  or with any  transaction
       contemplated  hereby or discussed herein, and hereby irrevocably  waives,
       and  agrees  not to assert in any  proceeding,  any claim  that it is not
       personally  subject  to the  jurisdiction  of any such  court,  that such
       proceeding  is improper.  Each party  hereto  hereby  irrevocably  waives
       personal  service of process and consents to process  being served in any
       such  proceeding  by mailing a copy thereof via  registered  or certified
       mail or overnight  delivery  (with evidence of delivery) to such party at
       the address in effect for notices to it under this  Agreement  and agrees
       that such service shall constitute good and sufficient service of process
       and notice thereof.  Nothing contained herein shall be deemed to limit in
       any way any right to serve  process in any manner  permitted by law. Each
       party hereto hereby  irrevocably  waives, to the fullest extent permitted
       by  applicable  law,  any and all  right to  trial  by jury in any  legal
       proceeding   arising  out  of  or  relating  to  this  Agreement  or  the
       transactions   contemplated   hereby.  If  any  party  shall  commence  a
       proceeding  to  enforce  any  provisions  of  this  Agreement,  then  the
       prevailing  party in such  proceeding  shall be  reimbursed  by the other
       party for its  reasonable  attorney's  fees and other costs and  expenses
       incurred with the  investigation,  preparation  and  prosecution  of such
       proceeding.

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

              (j)    All Debtors  shall  jointly and severally be liable for the
       obligations of each Debtor to the Secured Parties hereunder.

              (k)    Each Debtor shall  indemnify,  reimburse  and hold harmless
       the Secured Parties and their respective partners, members, shareholders,
       officers, directors,  employees and agents (collectively,  "INDEMNITEES")
       from  and  against  any and all  losses,  claims,  liabilities,  damages,
       penalties,  suits, costs and expenses, of any kind or nature,  (including
       fees  relating  to the cost of  investigating  and  defending  any of the
       foregoing) imposed on, incurred by or asserted against such Indemnitee in
       any way  related  to or  arising  from or  alleged  to  arise  from  this
       Agreement or the Collateral, except any such losses, claims, liabilities,
       damages, penalties, suits, costs and expenses which result from the gross
       negligence  or willful  misconduct  of the  Indemnitee as determined by a
       final, nonappealable decision of a court of competent jurisdiction.  This
       indemnification  provision is in addition to, and not in  limitation  of,
       any other indemnification  provision in the Notes or any other agreement,
       instrument or other document executed or delivered in connection herewith
       or therewith.
<PAGE>


              (l)    Nothing in this  Agreement  shall be  construed  to subject
       Agent or any Secured Party to liability as a partner in any Debtor or any
       if its direct or  indirect  subsidiaries  that is a  partnership  or as a
       member in any Debtor or any of its direct or indirect  subsidiaries  that
       is a limited liability  company,  nor shall Agent or any Secured Party be
       deemed to have assumed any obligations under any partnership agreement or
       limited liability company agreement, as applicable, of any such Debtor or
       any if its direct or indirect subsidiaries or otherwise, unless and until
       any such Secured  Party  exercises its right to be  substituted  for such
       Debtor as a partner or member, as applicable, pursuant hereto.

              (m)    To the extent  that the grant of the  security  interest in
       the  Collateral  and the  enforcement  of the terms  hereof  require  the
       consent,  approval or action of any partner or member, as applicable,  of
       any  Debtor  or any  direct  or  indirect  subsidiary  of any  Debtor  or
       compliance  with any provisions of any of the  Organizational  Documents,
       the Debtors  hereby  grant such  consent and  approval and waive any such
       noncompliance with the terms of said documents.

                            [SIGNATURE PAGES FOLLOW]

<PAGE>


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


SECURED SERVICES, INC.

By:  /s/Robert Skinner
     -----------------
     Name: Robert Skinner
     Title: President and CEO


SSI OPERATING CORP.

By:  /s/Robert Skinner
     -----------------
    Name: Robert Skinner
    Title: President and CEO


SECURED MOBILE, INC.

By:  /s/Robert Skinner
     -----------------
     Name: Robert Skinner
     Title: President and CEO


SSI MINNESOTA CORP.

By:  /s/Robert Skinner
     -----------------
     Name: Robert Skinner
     Title: President and CEO


SECURED SERVICES CANADA INC.

By:  /s/Robert Skinner
     -----------------
     Name: Robert Skinner
     Title: President and CEO





                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]
<PAGE>


                     [SIGNATURE PAGE OF HOLDERS TO SSVC SA]

Name of Investing Entity: Midsummer Investment, Ltd.
                          --------------------------

SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY: /s/ Scott D. Kaufman
                                                       --------------------
Name of Authorized Signatory: Scott D. Kaufman
                              ----------------

Title of Authorized Signatory: Managing Director of Midsummer Capital, LLC
                               Acting as investing manager of Midsummer
                               Investment, Ltd.

                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]