EXHIBIT 10.1

                       (FORM OF MASTER SECURITY AGREEMENT)


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                            MASTER SECURITY AGREEMENT

     This Master  Security  Agreement is executed this 9th day of May,  2000, by
ONE  WORLD  ONLINE.COM,   INC.,  a  Nevada  corporation  (the  "Corporation"  or
"Debtor"),  in favor of the Holders of the Corporation's 10% Secured Convertible
Promissory Notes  ("Holders") and their "Agent," as defined below,  with respect
to the following.

                                    RECITALS

     A. The Corporation has issued its 10% Secured Convertible  Promissory Notes
(hereinafter the "Notes") to the Holders,  which Notes total an aggregate amount
of not more than Three Million Dollars (U.S.) ($3,000,000.00 USD).

     B. The  Corporation  and the Holders  desire to provide  collateral for the
payment of the Notes, and to make provision for collective action by the Holders
in the  event of  default  by the  Corporation,  upon the  following  terms  and
conditions.

                              TERMS AND CONDITIONS

     1.  Grant of  Security  Interest.  Debtor  grants and  conveys to  Holders,
collectively  and  not  individually,  a  security  interest  in  the  following
described property, whether now owned or hereafter acquired:

         A.  All accounts, goods, equipment, fixtures, and inventory;

         B. All  money,  cash,  instruments  (including  checks  and  promissory
notes), documents of title, chattel paper, and utility and security deposits;

         C. All deposit  accounts  and all amounts on deposit  with any banks or
other financial  institutions,  and all amounts owed or becoming owed on account
of credit card sales and collections, including, without limitation, all amounts
due under merchant bankcard or similar agreements; and

         D. All  securities,  shares of stock and  ownership  interests in other
business entities,  including any affiliates or subsidiaries of the Corporation;
and

         E.   All cash and non-cash proceeds and products of the foregoing;

hereinafter collectively referred to as the "Collateral;"
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     For the purpose of securing  the payment of the Notes,  and the payment and
performance of all  obligations  and covenants  contained in the Notes,  in this
Master  Security  Agreement,  or in any other  instrument  securing the Notes or
relating to the obligations of the Corporation thereunder  (hereinafter referred
to as the "Indebtedness").

     2. Debtor's Covenants.

         A The Corporation will not dispose of, transfer,  or conceal any of the
Collateral, excepting only transfers in the ordinary course of business.

         B. The Corporation  will endorse in blank and deliver to Holders' Agent
(as defined in Section 5 below), all negotiable  instruments and securities,  if
any, that are or become  Collateral  under this Agreement.  The Corporation will
further  execute and deliver to Holders'  Agent all other  documents  reasonably
required to execute and carry out the intent of the parties.

         C. The Corporation shall pay when due any and all taxes assessed on the
Collateral.

     3. Holders Agree to be Bound. By their acceptance and receipt of the Notes,
the  Holders  accept  and  agree  to be  bound  by the  terms  of this  Security
Agreement, which is incorporated by reference into each Debenture. Each Holder's
execution  of the  Subscription  Agreement  relating  to issuance of a Debenture
shall,  upon issuance of the  Debenture,  constitute  execution of this Security
Agreement, and agreement to the terms hereof.

     4. Parity Provisions. For purposes of this Agreement, "Proportionate Share"
shall mean the  fraction  the  numerator  of which is the  dollar  amount of the
principal and accrued interest owed on a particular Holder's Debenture,  and the
denominator of which is the dollar amount of the principal and accrued  interest
on all of the Notes. The Agent may rely upon the Corporation's records in making
a determination  of the  Proportionate  Share,  unless given written notice by a
Holder  of a  dispute  regarding  such  records.  Each  Holder  agrees  that its
respective  right to realize upon the Collateral now or hereafter  pledged under
this Security Agreement shall be its Proportionate Share.

     5. Holders' Agent.  The Holders shall be represented,  for purposes of this
Security Agreement,  by an Agent (the "Agent"), who may be a natural person or a
business  entity.  The Agent may be,  but is not  required  to be, a Holder of a
Debenture. The initial Agent shall be David R. Nemelka.

         A. Holders have the right,  by written consent of the Holders holding a
majority  in  principal  amount of the Notes at the time the consent is given or
vote taken  (excluding  any Notes  theretofore  converted to common  stock),  to
select a new person as Agent.  In such event,  any new person  selected as Agent
shall  automatically  succeed to the prior Agent's status.  Holders,  or any new
Agent,  shall  promptly  give written  notice of selection of a new Agent to the
Corporation,  and the Corporation shall be entitled to deal with the prior Agent
as such until such written notice is given.

         B. The Agent shall have the following powers and duties:

              (1)  To  provide  to  third  parties  such  information  as may be
requested of a secured party under the Utah Uniform Commercial Code.

              (2) As nominee and agent of the Holders,  to hold or take physical
possession of, any portion of the Collateral,  including any stock  certificates
or negotiable instruments that may be part of the Collateral.
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              (3) To keep and maintain a list of the Holders,  their  respective
addresses,  the amounts of the Notes issued thereto,  and payments made thereon,
and the Corporation shall upon request furnish such information to the Agent.

              (4) To take such other and  further  actions as may be  reasonably
necessary  to  perfect or  continue  the  perfection  of the  Holders'  security
interests  as  the  Agent  deems  appropriate,   including  the  filing  of  any
continuation statements respecting or amendments to UCC-1 financing statements.

              (5) To give, on behalf of the Holders,  such notices of default or
other notices as may be necessary or  appropriate  in the judgment of the Agent,
and to receive and accept notices on behalf of the Holders.

              (6) To accept and receive  payments or proceeds of  liquidation of
Collateral on behalf of the Holders, and to remit to Holders their Proportionate
Shares thereof (after deducting any expenses incurred by Agent).

              (7) To execute,  deliver and/or record termination statements with
respect to the Collateral, upon payment in full of the Notes.

              (8) To execute, deliver and/or record releases or partial releases
of portions of the  Collateral  in order to  facilitate  the transfer or sale of
such  Collateral  by the  Corporation,  but only if (i) such transfer or sale is
authorized  hereunder or under the Notes; or (ii) the Collateral  proposed to be
transferred or sold does not constitute,  in the Agent's judgment, a significant
portion of the value of the  Collateral  and the terms of the  transfer  or sale
are, in the Agent's judgment, reasonable.

              (9) To take such other and further actions as may be authorized or
directed by the Holders, pursuant to Section 6 below or otherwise.

         C. The Corporation agrees to reimburse the Agent's reasonable  expenses
incurred in performing  Agent's duties  hereunder to the extent such expenses or
costs are the  responsibility  of the Corporation  under the terms of the Notes,
and all such sums shall be secured  hereby.  The Agent  shall be  entitled to be
reimbursed  by the  Holders  for their  respective  Proportionate  Shares of any
reasonable  expenses Agent may incur in performing its duties hereunder,  to the
extent such are not reimbursed by the Corporation.

         D. The Agent  shall have no  liability  to the  Holders for any acts or
omissions by it acting in its capacity as Agent under this  Security  Agreement,
so long as it acts in good faith,  except that Agent shall be liable for its own
gross negligence or willful misconduct.

         E. The  Corporation may rely upon the actions or inactions of the Agent
hereunder, provided such reliance is reasonable and in good faith.

         F. It is  understood  and agreed that neither the  relationship  of the
Holders to the Agent nor the relationship  between the Holders,  whether arising
under this  Security  Agreement  or  otherwise  with  respect  to the Notes,  is
intended to be or to create,  and shall not be  construed  to be a  partnership,
joint venture, or other joint enterprise.
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     6.  Collective  Action by  Holders.  The  Holders  agree that any action to
enforce any provision of the Notes or this Security  Agreement,  or to otherwise
collect amounts owed, or alleged to be owed, by the Corporation on the Notes, or
any of them  (whether  before  or after  filing  of a  lawsuit),  shall be taken
collectively  by the Holders as a group as provided in this Section 6 (except to
the extent  such action may be taken by the Agent on behalf of the  Holders,  as
provided  herein).  Actions by the  Holders as a group  shall be  authorized  by
written  consent of a majority in principal  amount of the Notes at the time the
consent is given or vote taken  (excluding  any Notes  theretofore  converted to
common stock).  By such written consent,  the Holders may delegate the authority
to make specified  decisions or to take specified actions on behalf of the group
of Holders to the Agent, to a third person, or to a committee or subgroup of the
Holders.  The Holders  shall be bound by actions  taken in  reasonable  and good
faith reliance on such delegation of authority.

     7.  Default.  The  Corporation  shall  be in  default  hereunder  upon  the
occurrence of any of the following events or conditions:

         A If the  Corporation  shall  fail to pay any sum when due under one or
more of the Notes,  or any other  event of default  occurs  with  respect to the
Indebtedness.

         B.  Failure of the  Corporation  to comply  with or perform  any of the
terms, covenants, and conditions of this Security Agreement.

         C. If any  levy,  attachment,  garnishment,  lien,  execution  or other
process is issued against or otherwise  attaches to the Collateral,  whether for
taxes or any other debt or claim and whether or not any such attachment or other
process is issued before or after entry of judgment.

         D. If the Corporation ceases conducting business, dissolves, terminates
its existence, becomes insolvent, files a voluntary petition for bankruptcy, has
filed against it an  involuntary  petition in  bankruptcy  that is not dismissed
within  sixty (60) days of the filing date,  or is the subject of an  assignment
for the benefit of creditors.

         E. If any  representation by the Corporation,  them, in connection with
this Security  Agreement,  the Notes, or any other related  instrument,  whether
made before or after  execution  of this  Security  Agreement,  was false in any
material respect when made.

     8. Remedies.  Upon default, the Holders shall have the following rights, in
addition to any other rights afforded by law:

         A. The  Corporation  agrees that notice of any disposition of or use of
the Collateral shall be deemed commercially reasonable and to have been given to
and received by the Corporation if transmitted by certified mail, return receipt
requested, at least fourteen (14) days prior to the proposed disposition or use.
The Corporation  further agrees that any public sale of the  Collateral,  or any
portion  thereof,  may be postponed by the Holders (or their agent) for a period
of not to exceed seven days, by  announcement at the time and place of the sale,
without need to re-notice  or  advertise.  Notwithstanding  the  foregoing,  the
Holders  shall not be  required  to dispose  of the  Collateral  or any  portion
thereof by public auction.
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         B. Holders shall be entitled to notify any account debtor,  any obligor
on an  instrument,  and any other  person in  custody  or  control of any of the
Collateral (including all banks and financial  institutions holding funds of the
Corporation), to make payments on and/or to deliver the Collateral to Holders or
their Agent.

     9.  Miscellaneous.

         A. The Corporation  shall pay to the Holders or Agent,  on demand,  any
and all  expenses,  including  attorney's  fees,  incurred or paid by Holders or
Agent in  protecting  or  enforcing  its  rights  upon or under the  Notes,  the
Indebtedness, or the Collateral, and such expenses are secured hereunder. If the
Corporation  shall default in the  performance  of any of the provisions of this
Agreement,  Holders or Agent may cure the default for the Corporation's account,
and any  monies  expended  in doing so shall be paid on  demand,  together  with
interest from the date expended at twelve percent (12%) per annum.

         B. The  Corporation  agrees  to  execute  and  deliver  such  financing
statements,  certificates of title or other evidence of title or ownership,  and
other instruments as Holders or Agent may reasonably request in order to perfect
or protect the security  interest  granted  hereunder.  A copy of this  Security
Agreement may be filed as a financing statement.

         C. This Security Agreement constitutes the entire agreement between the
parties  pertaining to the subject matter contained in this Security  Agreement.
All prior and contemporaneous agreements,  representations and understandings of
the parties,  oral or written,  are  superseded  by and merged in this  Security
Agreement.  No supplement,  modification or amendment of this Security Agreement
shall be binding  unless in writing  and  executed  by the  Corporation  and the
Agent.

         D. The provisions of this Security  Agreement shall be binding upon the
Corporation, its legal representatives,  successors or assigns, and shall be for
the benefit of the  Holders,  the Agent,  and their  respective  successors  and
assigns.

         E.  The  headings  of  this  Security  Agreement  are for  purposes  of
reference  only and shall not limit or define the  meaning of any  provision  of
this Security  Agreement.  This Security Agreement may be executed in any number
of  counterparts,  each of which  shall be an  original  but all of which  shall
constitute one and the same instrument.

         F. If any action is  brought  by either  party in respect to its rights
under this  Security  Agreement,  or to obtain an  interpretation  thereof,  the
prevailing party shall be entitled to reasonable attorneys' fees and court costs
as determined by the court.

         G. No waiver of any of the provisions of this Security  Agreement shall
constitute a waiver of any other  provision,  whether or not similar,  nor shall
any waiver be a continuing waiver. Except as expressly provided in this Security
Agreement,  no waiver shall be binding  unless  executed in writing by the party
making  the  waiver.  Either  party  may waive any  provision  of this  Security
Agreement intended for its benefit;  provided,  however, such waiver shall in no
way excuse the other party from the performance of any of its other  obligations
under this Security Agreement.
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         H. This Security  Agreement  shall be governed by the laws of the State
of Utah.  Any legal  action to  enforce  or  obtain  an  interpretation  of this
Security  Agreement may be filed in the Fourth  Judicial  District Court of Utah
County,  or the  Third  Judicial  District  Court of Salt Lake  County,  and the
parties consent to the exercise of personal over them by said courts.

     10. Notices;  Addresses.  Any notices required or permitted hereunder shall
be in writing and shall be given by personal delivery;  by deposit in the United
States mail,  certified mail, return receipt requested,  postage prepaid;  or by
established  express  delivery  service,   freight  prepaid.  Notices  shall  be
delivered,  addressed,  or  transmitted to the  Corporation  and to Agent at the
following  addresses,  which may be changed by a notice given to the other party
in accordance  with this Section.  Any notices to the Holders  pertaining to the
security  interest  granted  hereunder  shall be deemed given if directed to the
Agent in accordance  with this  Section.  The date notice is deemed to have been
given,  received and become  effective  shall be the date on which the notice is
delivered,  if notice is given by personal delivery,  two (2) days following the
date of deposit in the mail,  if the notice is sent  through  the United  States
mail, or the date of actual receipt,  if the notice is sent by express  delivery
service.

         The Corporation's address is:

         One World Online.Com, Inc.
         Attn. Chief Executive Officer
         4778 North 300 West, Suite 200
         Provo, Utah 84604
         Telephone:   801-852-3540
         Fax:         801-852-3553

         The Agent's address, and the address from which information  respecting
this security interest may be requested, is:



                           "DEBTOR"

                           ONE WORLD ONLINE.COM, INC.,
                           a Nevada corporation
                           Federal Empl. ID No. 87-0411771


                           By /s/ David N. Nemelka
                           ---------------------------------
                              Its President


                           "AGENT" on behalf of the "HOLDERS"


                              /s/ David R. Nemelka
                           -------------------------------