EXHIBIT
      10.3 SECURITY AGREEMENT

    


    Schedule
      3.1 (a)

    


    


    


    SECURITY
      AGREEMENT

    


    Dated
      March 19, 2007

    


    Mesa,
      Maricopa County, Arizona

    


    


    B2
      Digital, Inc., a Delaware corporation, (hereinafter called "Debtor"), whose
      address is 1030 South Mesa Drive, Utah Mesa, Arizona 85210, for value received
      and intending to be legally bound, hereby grants to Eagle West Communications,
      Inc., a Nevada corporation, (hereinafter called "Secured Party"), whose address
      is c/o Johnson, Rasmussen, Robinson & Allen, P.L.C., 48 North Macdonald,
      Mesa, Arizona 85201, a security interest in the following property:

    


    1.  Any
      and
      all of Debtor’s rights, title, benefits, and interests now owned or hereafter
      acquired in Cable Asset Purchase from Eagle West Communications, Inc.
      (hereinafter called “CAP/EWC”), including CAP/EWC’s accounts receivable;
      and

    


    2.  Any
      and
      all of CAP/EWC’s rights, title, benefits, and interests now owned or hereafter
      acquired in any and all of CAP/EWC’s capital equipment; and

    


    3.  Any
      and
      all other personal assets of CAP/EWC;

    


    4.  Together
      with any and all proceeds received should any of the foregoing be sold,
      exchanged, collected or otherwise disposed of (all of which is hereafter called
      the "Collateral"); provided, however, no provisions herein shall be construed
      as
      or deemed authority for Debtor to sell, exchange or otherwise dispose of the
      Collateral or any portion thereof without the express prior written consent
      of
      Secured Party, which consent shall not be unreasonably withheld. The security
      interest granted hereby to Secured Party secures the payment of all
      indebtedness, liabilities and obligations of Debtor to Secured Party
      (hereinafter collectively called the "Obligations"), whether joint or several,
      direct or indirect, absolute or contingent due or to become due, now existing
      or
      hereafter arising, and all renewals, extensions and rearrangements of the
      Obligations, and any of the same, including, without limitation, the Promissory
      Note of even date herewith (hereinafter the “Promissory Note”), together with
      any and all extensions and rearrangements, amendments, supplements,
      modifications and renewals of the foregoing, and including all reasonable costs
      and expenses and attorneys' fees and legal expenses payable by Secured Party
      in
      connection herewith or therewith, and also secures the performance by Debtor
      of
      the agreements hereinafter set forth.

    


    5.  Debtor
      hereby represents, warrants and agrees that:

    


    6.  (a)
      Debtor is the sole owner and holder of the Collateral free and clear of all
      liens and security interests except the security interest granted hereby; (b)
      Debtor has the authority to enter into and perform this agreement and to grant
      the security interests created hereby; and (c) the Collateral is being used
      for
      use primarily for business purposes.

    


    7.  (a)
      To
      the extent possible, the Collateral will be kept at CAP/EWC’s place of business
      listed in Section 3 of this agreement; Debtor will give Secured Party at least
      thirty (30) days prior written notice of any change in the location of the
      Collateral within or without the States of the United States & territories;
      and (b) Debtor will not remove the Collateral from the States of the United
      States & territories without the prior written consent of Secured
      Party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  The
      President of EWC is Paul D.H. LaBarre.

    


    9.  Debtor
      will defend the Collateral against any claims and demands of all Persons at
      any
      time claiming the same or any interest therein.

    


    10.  Except
      for those in favor of Secured Party, no financing statement or security
      agreement covering any Collateral or any proceeds thereof is currently or will
      be on file in any public office. Debtor hereby authorizes Secured Party to
      file,
      in jurisdictions where this authorization will be given effect, a financing
      statement signed only by Secured Party describing the Collateral in the same
      manner as it is described herein; and from time to time, at the request of
      Secured Party, Debtor will execute one or more financing statements and such
      other documents (and pay the cost of filing or recording the same in all public
      offices deemed necessary or desirable by Secured Party) and do such other acts
      and things, all as Secured Party may request, to establish and maintain a valid
      security interest in the Collateral (free of all other liens and claims
      whatsoever except as otherwise provided herein) to secure the payment of the
      Obligations. In connection with the forgoing, it is agreed and understood
      between the parties hereto (and Secured Party is hereby authorized to carry
      out
      and implement the following agreements and understandings and Debtor hereby
      agrees to pay the costs thereof) that Secured Party may, at any time or times,
      file as a financing statement any counterpart, copy or reproduction of this
      agreement signed by Debtor if Secured Party shall elect so to file, and it
      is
      also agreed and understood that Secured Party may, if deemed necessary or
      desirable, file (or sign and file) as a financing statement any carbon copy
      of,
      or photographic or other reproduction of, this agreement or of any financing
      statement executed in connection with this agreement.

    


    11.  Debtor
      will not (a) permit any liens, encumbrances or security interests (other than
      Secured Party's liens) to attach to any of the Collateral; (b) permit any of
      the
      Collateral to be levied upon under any legal process; (c) sell, transfer, lease
      or otherwise dispose of any of the Collateral or any interest therein (other
      than in the ordinary course of business), or offer to do so, without the prior
      express written consent of Secured Party; and (d) permit anything to be done
      that may impair the value of any of the Collateral or the security intended
      to
      be afforded thereby or hereby.

    


    12.  Debtor
      will not use the Collateral or permit the Collateral to be used in violation
      of
      any statute, ordinance or other law which could result in a material adverse
      effect upon its business or financial condition or which could result in loss
      or
      forfeiture of the Collateral or which could result in loss or impairment of
      (or
      priority with respect to) Secured Party's interest in the Collateral; and Debtor
      will permit Secured Party and its agents, representatives and employees to
      examine the Collateral at all times, and for such purpose, Secured Party may
      enter upon or into any premises where the Collateral may be located without
      being guilty of a trespass. Debtor will furnish to Secured Party upon request
      all pertinent information regarding the Collateral.

    


    13.  Debtor
      will protect the title and possession of the Collateral and will, at Debtor's
      own cost and expense, promptly pay when due all taxes, assessments, maintenance
      charges and other impositions of every kind and character charged, levied,
      assessed or imposed against the Collateral or real property, if any, to which
      the Collateral may be affixed or any part thereof, as the same become payable
      and before they become delinquent, and upon request of Secured Party shall
      furnish due proof of such payment to Secured Party promptly after
      payment.

    


    14.  Secured
      Party may at its option, but without any obligation to do so, pay, for the
      account of Debtor, any taxes, liens or security interest or other encumbrances
      at any time levied or placed on the Collateral, pay for the maintenance and
      preservation of the Collateral, prosecute or defend any suits in relation to
      security interests arising pursuant to this agreement and insure and keep
      insured the Collateral in an amount not to exceed the Obligations hereunder.
      Any
      such amounts which may be so paid out by Secured Party and all sums paid for
      insurance premiums, as aforesaid, including, without limitation, the costs,
      expenses and attorneys' fees paid in any suit affecting the Collateral when
      necessary to protect the security interest hereof shall bear interest from
      the
      date of such payments at the rate stated as the default rate in the Promissory
      Note and shall be paid by Debtor to Secured party upon demand at such place
      as
      Secured Party may designate and shall be a part of the Obligations hereby
      secured and recoverable in all respects.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    15.  Debtor
      will pay promptly when due all taxes and assessments upon the Collateral, its
      use or operation, upon this agreement and upon any note or notes or other
      writing evidencing the Obligations, or any of them, including documentary or
      other taxes.

    


    16.  Until
      default, Debtor may have possession of the Collateral and use it in any lawful
      manner not inconsistent with this agreement or the Promissory Note and not
      inconsistent with any policy of insurance thereon.

    


    17.  The
      happening of any one or more "Event of Default" set forth in Section 3 of the
      Promissory Note shall constitute a default under this agreement.

    


    18.  Upon
      the
      occurrence of any default specified in this agreement, Secured Party may, in
      addition to any other rights and remedies which it may have, immediately and
      without demand, exercise any or all of the rights and remedies granted to a
      secured party upon default under the Uniform Commercial Code as adopted and
      amended in the State of Arizona from time to time (the "UCC") and under the
      Promissory Note or any other writing evidencing any of the Obligations secured
      hereby; and upon the request or demand of Secured Party, Debtor shall, at
      Debtor's expense, assemble the Collateral and make it available to Secured
      Party
      at a convenient place acceptable to Secured Party; and Debtor shall promptly
      pay
      to Secured Party any and all reasonable costs and expenses, including legal
      expenses and attorneys' fees (as specified in the Promissory Note or any other
      evidence of the Obligations held by Secured Party, but in any event, which
      shall
      include attorneys' fees of the suit, out of court, in trial, on appeal, or
      in
      bankruptcy proceedings), incurred or paid by Secured Party in protecting and
      enforcing the rights of Secured Party hereunder, including Secured Party's
      right
      to take possession of the Collateral and to hold, prepare for sale, sell and
      dispose of such Collateral. Any notice of sale, disposition or other intended
      action by Secured Party sent to Debtor at the address specified in the preamble
      of this agreement, or to such other address of Debtor as may from time to time
      be shown on Secured Party's records, at least ten (10) days prior to such
      action, shall constitute reasonable notice to Debtor. Upon disposition by
      Secured Party of any property in which Secured Party has a security interest
      hereunder, Debtor shall be and remain liable for any deficiency; and Secured
      Party shall account to Debtor for any surplus to (or to hold the same as a
      reserve against) all or any of the Obligations of Debtor to Secured Party,
      whether or not they or any of them be then due, and in such order of application
      as Secured Party may from time to time elect.

    


    19.  The
      right
      of Secured Party to take possession or control of the Collateral upon the
      happening of any of the events or conditions constituting a default may be
      exercised without resort to any court proceeding or judicial process whatever
      and without any hearing whatever thereon.

    


    20.  No
      waiver
      by Secured Party of any default shall operate as a waiver of any other default
      or of the same default on a future occasion. No delay or omission on the part
      of
      Secured Party in exercising any right or remedy shall operate as a waiver
      thereof, and no single or partial exercise by Secured Party of any right or
      remedy shall preclude or affect any other or further exercise thereof or the
      exercise of any other right or remedy. The provisions of this agreement are
      cumulative to the provisions of the Promissory Note and any other writing
      evidencing or pertaining to any of the Obligations secured by this agreement,
      and Secured Party shall have all the benefits, rights and remedies of and under
      the Promissory Note and any other writing evidencing any of the Obligations
      secured hereby. The singular pronoun, when used herein, shall include the
      singular and plural, as applicable, and the use of any gender shall include
      all
      genders. All rights of Secured Party hereunder shall inure to the benefit of
      its
      successors and assigns; and all obligations of Debtor shall bind Debtor's
      successors and assigns. Debtor waives all rights to the marshaling of Debtor's
      assets including, without limitation, the Collateral.

    


    21.  All
      recitals in any instrument or assignment or any other instrument executed by
      Secured Party incident to the sale, transfer, assignment, lease or other
      disposition or utilization of the Collateral or any part thereof hereunder
      shall
      be full proof of the matters stated therein and no other proof shall be
      requisite to establish full legal propriety of the sale or other action taken
      by
      Secured Party or of any fact, condition or thing incident thereto and all
      prerequisites of such sale or other action or any fact, condition or thing
      incident thereto shall be presumed conclusively to have been performed or to
      have occurred.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    22.  If
      any
      certificate of title or similar document is, at any time and pursuant to the
      laws of any jurisdiction, issued or outstanding with respect to the Collateral
      or any part thereof, Debtor shall promptly cause the interest of Secured Party
      to be properly noted thereon; and Debtor will further promptly deliver to
      Secured Party any such certificate of title or similar document issued or
      outstanding at any time with respect to such Collateral. If any instruments,
      chattel paper, money or monies, or documents are, at any time or times included
      in Collateral, whether as proceeds or otherwise, Debtor will promptly deliver
      the same to Secured Party upon demand there for by Secured Party.

    


    23.  This
      agreement shall be construed in accordance with the laws of the State of
      Arizona, including the UCC and applicable federal law; provided, however, that
      if additional rights or remedies are hereafter granted to secured parties by
      the
      laws of the State of Arizona or by applicable federal law, Secured Party shall
      also have and may exercise any such rights or remedies. Wherever possible,
      each
      provision of this agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this agreement
      shall be prohibited by, or invalid under, applicable law, such provision shall
      be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      agreement. To the extent permitted by applicable law, Debtor hereby waives
      any
      provision of law that renders any provision hereof prohibited or unenforceable
      in any respect.

    


    24.  Debtor
      will pay all out-of-pocket fees (including, but not limited to, legal fees
      and
      attorneys' fees) incurred by Secured Party in connection with the preparation
      of
      this agreement, the Promissory Note and other documents securing or pertaining
      to the Promissory Note. Debtor will promptly reimburse Secured Party for all
      amounts expended, advanced or incurred by Secured Party to satisfy any
      obligation of Debtor under this agreement or any of the other documents securing
      or pertaining to the Promissory Note, to enforce the rights of Secured Party
      under this agreement, or any of the other documents securing or pertaining
      to
      the Promissory Note (whether or not any legal or other proceeding is
      instituted), which amounts will include all reasonable court costs, attorneys'
      fees, fees of auditors and accountants, and investigation expenses reasonably
      incurred by Secured Party to third parties in connection with any such
      matters.

    


    25.  Debtor
      represents and warrants to Secured Party that the value of the consideration
      received and to be received, directly or indirectly, by Debtor as a result
      of
      the credit or other financial accommodations granted and extended by Secured
      Party to Debtor, including, without limitation, the benefits derived by Debtor
      under the Promissory Note, is fair consideration to Debtor and reasonably worth
      at least as much as the Obligations, and that the financial accommodations
      granted and extended by Secured Party have benefitted and may reasonably be
      expected to benefit Debtor, directly or indirectly.

    


    26.  All
      right
      to marshaling of assets of Debtor, including any such right with respect to
      the
      Collateral, are hereby waived by Debtor.

    


    27.  The
      execution and delivery of this agreement in no manner shall impair or affect
      any
      other security (by endorsement or otherwise) for the payment of the Obligations
      and no security taken hereafter as security for payment of any part or all
      of
      the Obligations shall impair in any manner or affect the agreement, all such
      present and future additional security to be considered as cumulative security.
      Any of the Collateral may be released from this agreement without altering,
      varying or diminishing in any way the force, effect, lien, security interest
      or
      charge of this agreement as to the Collateral not expressly released, and this
      agreement shall continue as a first lien security interest and charge on all
      of
      the Collateral not expressly released until all sums and indebtedness secured
      hereby have been paid in full. Any future assignment or attempted assignment
      or
      transfer of the interest of Debtor in and to any of the Collateral shall not
      deprive Secured Party of the right to sell or otherwise dispose of or utilize
      all of the Collateral shall not deprive Secured Party of the right to sell
      or
      otherwise dispose of or utilize all of the Collateral as above provided or
      necessitate the sale or disposition thereof in parcels or in
      severalty.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    28.  This
      agreement may be executed in one or more counterparts, each of which shall
      constitute an original, but when taken together shall constitute but one and
      the
      same agreement. This agreement has been substantially negotiated in, delivered
      and accepted at, and the financial benefits extended by Secured Party to Debtor
      occurred in, Maricopa County, Arizona.

    


    29.  IN
      WITNESS WHEREOF, this agreement has been duly executed as of the date
      hereinabove first written.

    


    "Debtor"
      

    


    B2
      Digital, Inc.

    


    


    By
      Robert
      Russell

    Robert
      Russell

    Its:
      C.E.O.

    


    STATE
      OF
      CALIFORNIA 
)

            
            )
      ss.

    COUNTY
      OF
      LOS ANGELES         )

    


    Subscribed,
      sworn to and acknowledged before me by _______________________, _______________
      

    


    of
      this
      19 day of March, 2007.

    


    


    _______________________________

    Notary
      Public

    


    My
      Commission expires: _______________