**SECURITY
      AGREEMENT**




SECURITY
      AGREEMENT (this “Agreement”), dated as of September 5, 2008, by and among
      Splinternet Holdings, Inc., a Delaware corporation (“Holdings”), Splinternet
      Communications, Inc., a Connecticut corporation (“Communications”) (Holdings and
      Communications together referred to as the “Companies” and sometimes
      individually as the “Company”), and James C. Ackerly, and his respective
      endorsees, transferees and assigns (the “Secured Party”).




WITNESSETH:




WHEREAS,
      pursuant to a loan made by the Secured Party to Holdings simultaneously herewith
      in the principal amount of $75,000.00 (the “Loan”), Holdings has issued to the
      Secured Party an 8.00% Secured Demand Promissory Note (the “Note”);




WHEREAS,
      Communications is a wholly-owned subsidiary of Holdings and will benefit from
      the Loan;




WHEREAS,
      in order to induce the Secured Party to make the Loan, each Company has agreed
      to execute and deliver to the Secured Party this Agreement for the benefit
      of
      the Secured Party and to grant to it a first priority security interest in
      certain property of each Company to secure the prompt payment, performance
      and
      discharge in full of all of the Obligations (as hereinafter
      defined).




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 “general intangibles” and “proceeds”)
      shall have the respective meanings given such terms in Article 9 of the
      UCC.




(a)  “Collateral”
      means the collateral in which the Secured Party is granted a security interest
      by this Agreement and which shall include the following, whether presently
      owned
      or existing or hereafter acquired or coming into existence, 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:




(i)  All
      Goods
      of each Company, including, without limitations, 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 each Company’s businesses and all improvements thereto
      (collectively, the “ Equipment ”);





(ii)  All
      Inventory of each Company;




(iii)  All
      of
      each Company’s contract rights and general intangibles, including, without
      limitation, all partnership interests, stock or other securities, licenses,
      distribution and other agreements, 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, deposit accounts, and income tax refunds
      (collectively, the “General Intangibles”);




(iv)  All
      Receivables of each Company including all insurance proceeds, and rights to
      refunds or indemnification whatsoever owing, 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 Receivable, including any right of stoppage in transit; and




(v)  All
      of
      each Company’s documents, instruments and chattel paper, files, records, books
      of account, business papers, computer programs and the products and proceeds
      of
      all of the foregoing Collateral set forth in clauses (i)-(iv) above;
      and




(vi)  All
      of
      the capital stock of any corporation or other entity owned by each
      Company.




(b)  “Obligations”
      means all of each Company’s obligations under this Agreement and the Note, and
      all other indebtedness, obligations, and liabilities of any kind of each Company
      to the Secured Party, 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 decreased, 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 the Secured Party as a preference, fraudulent transfer or
      otherwise as such obligations may be amended, supplemented, converted, extended
      or modified from time to time.




(c)  “UCC”
      means the Uniform Commercial Code, as currently in effect in the State of
      Connecticut.




2.  Grant
      of Security Interest .
      As an
      inducement for the Secured Party to make the Loan and to secure the complete
      and
      timely payment, performance and discharge in full, as the case may be, of all
      of
      the Obligations, each Company hereby, unconditionally and irrevocably, pledges,
      grants and hypothecates to the Secured Party, a continuing security interest
      in,
      a continuing first lien upon, an unqualified right to possession and disposition
      of and a right of set-off against, in each case to the fullest extent permitted
      by law, all of each Company’s right, title and interest of whatsoever kind and
      nature in and to the Collateral (the “Security Interest”).


2


3.  Representations,
      Warranties, Covenants and Agreements of each Company .
      Each
      Company represents and warrants to, and covenants and agrees with, the Secured
      Party as follows:




(a)  Each
      Company has the requisite power and authority to enter into this Agreement
      and
      otherwise to carry out its obligations thereunder. The execution, delivery
      and
      performance by each Company of this Agreement and the filings contemplated
      therein have been duly authorized by all necessary action on the part of each
      Company and no further action is required by each Company. This Agreement
      constitutes a legal, valid and binding obligation of each Company enforceable
      in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      the
      enforcement of creditor’s rights generally.




(b)  Each
      Company represents and warrants that it has no place of business or offices
      where its 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;




(c)  Each
      Company is the sole owner of the Collateral (except for non-exclusive licenses
      granted by each Company in the ordinary course of business), free and clear
      of
      any liens, security interests, encumbrances, rights or claims, and is fully
      authorized to grant the Security Interest in and to pledge the Collateral.
      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 have been filed
      in
      favor of the Secured Party pursuant to this Agreement) covering or affecting
      any
      of the Collateral. So long as this Agreement shall be in effect, each Company
      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 Party pursuant
      to the terms of this Agreement).




(d)  No
      part
      of the Collateral has been judged invalid or unenforceable. No written claim
      has
      been received that any Collateral or each Company’s use of any Collateral
      violates the rights of any third party. There has been no adverse decision
      to
      each Company’s claim of ownership rights in or exclusive rights to use the
      Collateral in any jurisdiction or to each Company’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 each Company, threatened before
      any court, judicial body, administrative or regulatory agency, arbitrator or
      other governmental authority.




(e)  Each
      Company 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 Party 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 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 Party valid, perfected and continuing first
      priority liens in the Collateral.


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(f)  This
      Agreement creates in favor of the Secured Party a valid security interest in
      the
      Collateral securing the payment and performance of the Obligations and, upon
      making the filings described in the immediately following sentence, a perfected
      first priority security interest in such Collateral. Except for the filing
      of
      financing statements on Form UCC-1 under the UCC with the jurisdictions
      indicated on Schedule
      B ,
      attached hereto, no authorization or approval of or filing with or notice to
      any
      governmental authority or regulatory body is required either: (i) for the
      grant by each Company of, or the effectiveness of, the Security Interest granted
      hereby or for the execution, delivery and performance of this Agreement by
      each
      Company; or (ii) for the perfection of or exercise by the Secured Party of
      its rights and remedies hereunder.




(g)  On
      the
      date of execution of this Agreement, each Company will deliver to the Secured
      Party one or more executed UCC financing statements on Form UCC-1 with respect
      to the Security Interest for filing with the jurisdictions indicated on Schedule
      B ,
      attached hereto and in such other jurisdictions as may be requested by the
      Secured Party.




(h)  The
      execution, delivery and performance of this Agreement does not conflict with
      or
      cause a breach or default, or an event that with or without the passage of
      time
      or notice, shall constitute a breach or default, under any agreement to which
      each Company is a party or by which each Company is bound. No consent
      (including, without limitation, from stock holders or creditors of each Company)
      is required for each Company to enter into and perform its obligations
      hereunder.




(i)  Each
      Company 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 Party until this Agreement and the
      Security Interest hereunder shall terminate pursuant to Section 11. Each Company
      hereby agrees to defend the same against any and all persons. Each Company
      shall
      safeguard and protect all Collateral for the account of the Secured Party.
      At
      the request of the Secured Party, each Company will sign and deliver to the
      Secured Party at any time or from time to time one or more financing statements
      pursuant to the UCC (or any other applicable statute) in form reasonably
      satisfactory to the Secured Party and will pay the cost of filing the same
      in
      all public offices wherever filing is, or is deemed by the Secured Party to
      be,
      necessary or desirable to effect the rights and obligations provided for herein.
      Without limiting the generality of the foregoing, each Company shall pay all
      fees, taxes and other amounts necessary to maintain the Collateral and the
      Security Interest hereunder, and each Company shall obtain and furnish to the
      Secured Party 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.




(j)  Each
      Company will not transfer, pledge, hypothecate, encumber, license (except for
      non-exclusive licenses granted by each Company in the ordinary course of
      business), sell or otherwise dispose of any of the Collateral without the prior
      written consent of the Secured Party.


4


(k)  Each
      Company 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.




(l)  Each
      Company shall, within ten (10) business days of obtaining knowledge thereof,
      advise the Secured Party 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 Party’s
      security interest therein.




(m)  Each
      Company shall promptly execute and deliver to the Secured Party such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Party may from time to time reasonably request to perfect,
      protect or enforce its security interest in the Collateral.




(n)  Each
      Company shall permit the Secured Party and its representatives and agents to
      inspect the Collateral at any time, and to make copies of records pertaining
      to
      the Collateral as may be requested by the Secured Party from time to
      time.




(o)  Each
      Company will 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.




(p)  Each
      Company shall promptly notify the Secured Party 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 each
      Company that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Party hereunder.




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




4.  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 each Company in this Agreement shall prove to
      have
      been incorrect in any material respect when made; and




(c)  The
      failure by each Company to observe or perform any of its obligations hereunder
      for thirty (30) days after receipt by each Company of notice of such failure
      from the Secured Party.


5


5.  Duty
      To Hold In Trust .
      Upon
      the occurrence of any Event of Default and at any time thereafter, each Company
      shall, upon receipt by it of any revenue, income 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 Party
      and
      shall forthwith endorse and transfer any such sums or instruments, or both,
      to
      the Secured Party for application to the satisfaction of the
      Obligations.




6.  Rights
      and Remedies Upon Default .
      Upon
      occurrence of any Event of Default and at any time thereafter, the Secured
      Party
      shall have the right to exercise all of the remedies conferred hereunder and
      under the Note, and the Secured Party shall have all the rights and remedies
      of
      a secured party under the UCC and/or any other applicable law (including the
      Uniform Commercial Code of any jurisdiction in which any Collateral is then
      located). Without limitation, the Secured Party shall have the following rights
      and powers:




(a)  The
      Secured Party 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 Company shall assemble the Collateral and make it available
      to
      the Secured Party at places which the Secured Party shall reasonably select,
      whether at each Company’s premises or elsewhere, and make available to the
      Secured Party, without rent, all of each Company’s respective premises and
      facilities for the purpose of the Secured Party taking possession of, removing
      or putting the Collateral in saleable or disposable form.




(b)  The
      Secured Party shall have the right to operate the business of each Company
      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 Party 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 each Company or right of redemption
      of
      each Company, which are hereby expressly waived. Upon each such sale, lease,
      assignment or other transfer of Collateral, the Secured Party 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 each Company, which are hereby waived and
      released.




7.  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 Party in enforcing its rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations, and to the payment of any other amounts required by applicable
      law, after which the Secured Party shall pay to each Company 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 Party
      is legally entitled, each Company will be liable for the deficiency. To the
      extent permitted by applicable law, each Company waives all claims, damages
      and
      demands against the Secured Party arising out of the repossession, removal,
      retention or sale of the Collateral, unless due to the gross negligence or
      willful misconduct of the Secured Party.




6


8.  Costs
      and Expenses.  Each
      Company agrees to pay all out-of-pocket fees, costs and expenses incurred in
      connection with any filing required hereunder, including without limitation,
      any
      financing statements, continuation statements, partial releases and/or
      termination statements related thereto or any expenses of any searches
      reasonably required by the Secured Party. Each Company shall also pay all other
      claims and charges which in the reasonable opinion of the Secured Party might
      prejudice, imperil or otherwise affect the Collateral or the Security Interest
      therein. Each Company will also, upon demand, pay to the Secured Party 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 Party
      may incur in connection with (a) the enforcement of this Agreement,
      (b) the custody or preservation of, or the sale of, collection from, or
      other realization upon, any of the Collateral, or (c) the exercise or
      enforcement of any of the rights of the Secured Party under the Note.




9.  Responsibility
      for Collateral .
      Each
      Company assumes all liabilities and responsibility in connection with all
      Collateral, and the obligations of each Company hereunder or under the Note
      and
      the Warrants 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.




10.  Security
      Interest Absolute .
      All
      rights of the Secured Party and all Obligations of each Company hereunder,
      shall
      be absolute and unconditional, irrespective of: (a) any lack of validity or
      enforceability of this Agreement, the Note or any agreement entered into in
      connection with the foregoing, or any portion hereof or thereof; (b) any
      change in the time, manner or place of payment or performance of, or in any
      other term of, all or any of the Obligations, or any other amendment or waiver
      of or any consent to any departure from the Note or any other agreement entered
      into in connection with the foregoing; (c) any exchange, release or
      nonperfection of any of the Collateral, or any release or amendment or waiver
      of
      or consent to departure from any other collateral for, or any guaranty, or
      any
      other security, for all or any of the Obligations; (d) any action by the
      Secured Party to obtain, adjust, settle and cancel in its sole discretion any
      insurance claims or matters made or arising in connection with the Collateral;
      or (e) any other circumstance which might otherwise constitute any legal or
      equitable defense available to each Company, or a discharge of all or any part
      of the Security Interest granted hereby. Until the Obligations shall have been
      paid and performed in full, the rights of the Secured Party shall continue
      even
      if the Obligations are barred for any reason, including, without limitation,
      the
      running of the statute of limitations or bankruptcy. Each Company expressly
      waives presentment, protest, notice of protest, demand, notice of nonpayment
      and
      demand for performance. In the event that at any time any transfer of any
      Collateral or any payment received by the Secured Party hereunder shall be
      deemed by final order of a court of competent jurisdiction to have been a
      voidable preference or fraudulent conveyance under the bankruptcy or insolvency
      laws of the United States, or shall be deemed to be otherwise due to any party
      other than the Secured Party, then, in any such event, each Company’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. Each Company waives all
      right to require the Secured Party to proceed against any other person or to
      apply any Collateral which the Secured Party may hold at any time, or to marshal
      assets, or to pursue any other remedy.




7


11.  Term
      of Agreement .
      This
      Agreement and the Security Interest shall terminate on the date on which all
      payments under the Note have been made in full and all other Obligations have
      been paid or discharged. Upon such termination, the Secured Party, at the
      request and at the expense of each Company, will join in executing any
      termination statement with respect to any financing statement executed and
      filed
      pursuant to this Agreement.




12.  Power
      of Attorney; Further Assurances .




(a)  Each
      Company authorizes the Secured Party, and does hereby make, constitute and
      appoint it, and its respective officers, agents, successors or assigns with
      full
      power of substitution, as each Company’s true and lawful attorney-in-fact, with
      power, in its own name or in the name of each Company, to, after the occurrence
      and during the continuance of an Event of Default: (i) endorse any notes,
      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 Party; (ii) to
      sign and endorse any UCC financing statement 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; and
      (v) generally, to do, at the option of the Secured Party, and at each
      Company’s expense, at any time, or from time to time, all acts and things which
      the Secured Party deems 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 Note, all as fully and effectually as each
      Company might or could do; and each Company 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.




(b)  On
      a
      continuing basis, each Company will make, execute, acknowledge, deliver, file
      and record, as the case may be, in the proper filing and recording places in
      any
      jurisdiction, including, without limitation, the jurisdictions indicated on Schedule
      B ,
      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 Party, 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 Party the grant or perfection of a security interest
      in all the Collateral.




(c)  Each
      Company hereby irrevocably appoints the Secured Party as each Company’s
      attorney-in-fact, with full authority in the place and stead of each Company
      and
      in the name of each Company, from time to time in the Secured Party’s
      discretion, to take any action and to execute any instrument which the Secured
      Party 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 each Company where permitted by
      law.




8


(d)  Each
      Company shall execute such additional agreements and documents necessary or
      advisable to accomplish the purposes of this Agreement.




13.  Notices .
      All
      notices, requests, demands and other communications hereunder shall be in
      writing, with copies to all the other parties hereto, and shall be deemed to
      have been duly given when: (a) if delivered by hand, upon receipt,
      (b) if sent by nationally recognized overnight delivery service (receipt
      requested), the next business day or (c) if mailed by first-class
      registered or certified mail, return receipt requested, postage prepaid, four
      days after posting in the U.S. mails, in each case if delivered to the following
      addresses:




If
                to each Company:
            Splinternet
                Holdings, Inc.535
                Connecticut AvenueNorwalk,
                Connecticut 06854If
                to the Secured Party:
            James
                C. Ackerly364
                Rowayton AvenueRowayton,
                Connecticut 06853





14.  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 Party 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 Party’s rights and remedies hereunder.




15.  Miscellaneous .




(a)  No
      course
      of dealing between each Company and the Secured Party, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Party, any
      right, power or privilege hereunder or under the Note 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.




(b)  All
      of
      the rights and remedies of the Secured Party with respect to the Collateral,
      whether established hereby or by the Note 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 that 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.




9


(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)  This
      Agreement shall be construed in accordance with the laws of the State of
      Connecticut, except to the extent the validity, perfection or enforcement of
      a
      security interest hereunder in respect of any particular Collateral which are
      governed by a jurisdiction other than the State of Connecticut in which case
      such law shall govern. Each of the parties hereto irrevocably submits to the
      exclusive jurisdiction of the state courts of the State of Connecticut and
      the
      jurisdiction of the United States District Courts in the State of Connecticut
      for the purpose of any suit, action or other proceeding arising out of or
      relating to this Agreement, and the parties hereto hereby irrevocably agree
      that
      all claims in respect of such action or proceeding may be heard and determined
      in such Connecticut state or federal court. The parties hereto agree that a
      final judgment in any such action or proceeding shall be conclusive and may
      be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law. The parties hereto further waive any objection to venue in
      the
      State of Connecticut and any objection to an action or proceeding in the State
      of Connecticut on the basis of forum non conveniens.




(i)  EACH
      PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
      ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE SCOPE
      OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY
      BE
      FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT,
      INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
      AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
      THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO A
      BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS WAIVER IN
      ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS
      WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY FURTHER WARRANTS AND
      REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT
      SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
      FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT,
      NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER
      ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
      RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF
      A
      LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
      THE
      COURT.




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(j)  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.




(k)  Each
      of
      the Companies and Secured Party agrees that Kaye Cooper Fiore Kay &
Rosenberg, LLP, the draftsperson of this Agreement and the Note, has prepared
      this Agreement and the Note on behalf the Companies and is not representing
      Secured Party in an individual capacity in the negotiation and consummation
      of
      the transactions hereunder. Each of the Companies and Secured Party further
      agrees that he each has participated in the preparation of this Agreement and
      has read and fully understands this Agreement and has been advised and has
      had
      the opportunity to retain independent counsel of its own choosing and has done
      so to the extent it has deemed necessary.





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      of page intentionally left blank]


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





**SPLINTERNET
                HOLDINGS, INC.**By:
            /s/
                James C. AckerlyName:
            James
                C. AckerlyTitle:
            President**SPLINTERNET
                COMMUNICATIONS, INC.**By:
            /s/
                James C. AckerlyName:
            James
                C. AckerlyTitle:
            President/s/
                James C. Ackerly**JAMES
                C. ACKERLY**


12


SCHEDULE
      A




Principal
      Place of Business of each Company:




535
      Connecticut Avenue


Norwalk,
      Connecticut 06854




Locations
      Where Collateral is Located or Stored:




535
      Connecticut Avenue


Norwalk,
      Connecticut 06854


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SCHEDULE
      B




Jurisdictions :




Delaware




Connecticut


14