EXHIBIT 10.38
                               SECURITY AGREEMENT

1. Identification.

         This Security Agreement (the "Agreement"), dated as of August 19, 2005,
is entered into by and between Universal Communication Systems, Inc., a Nevada
corporation ("Debtor"), and Alpha Capital Aktiengesellschaft (the "Lender").

2. Recitals.

         2.1 The Lender has made or is making loans and will make additional
loans to Debtor (the "Loans"). It is beneficial to Debtor that the Loans were
made, are being made and will be made.

         2.2 The Loans are evidenced by certain promissory notes (each a
"Secured Note") issued by Debtor on or about the date of this Agreement and
issuable after the date of this Agreement, pursuant to subscription agreements
(each a "Subscription Agreement") to which Debtor and Lender are parties.

         2.3 In consideration of the Loans made by Lender to Debtor and for
other good and valuable consideration, and as security for the performance by
Debtor of its obligations under the Notes and as security for the repayment of
the Loans and all other sums due from Debtor to Lender arising under the Notes
presently outstanding or to be outstanding in the future, Subscription
Agreements, and any other agreement between or among them (collectively, the
"Obligations"), Debtor, for good and valuable consideration, receipt of which is
acknowledged, has agreed to grant to the Lender, a security interest in the
Collateral (as such term is hereinafter defined), on the terms and conditions
hereinafter set forth. Obligations include all future advances by Lender to
Debtor advanced on a pro rata basis by Lender on substantially the same terms.

         2.4 The following defined terms which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof are used
herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General
Intangibles, Instruments, Inventory and Proceeds.

3. Grant of General Security Interest in Collateral.

         3.1 As security for the Obligations of Debtor, Debtor hereby grants the
Lender, a security interest in the Collateral.

         3.2 "Collateral" shall mean all of the following property of Debtor:

                  (A) All now owned and hereafter acquired right, title and
interest of Debtor in, to and in respect of all Accounts, Goods, real or
personal property, all present and future books and records relating to the
foregoing and all products and Proceeds of the foregoing, and as set forth
below:

                           (i) Accounts: All now owned and hereafter acquired
right, title and interest of Debtor in, to and in respect of all: Accounts,
interests in goods represented by Accounts, returned, reclaimed or repossessed
goods with respect thereto and rights as an unpaid vendor; contract rights;
Chattel Paper; investment property; General Intangibles (including but not
limited to, tax and duty claims and refunds, registered and unregistered
patents, trademarks, service marks, certificates, copyrights, trade names,


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applications for the foregoing, trade secrets, goodwill, processes, drawings,
blueprints, customer lists, licenses, whether as licensor or licensee, chooses
in action and other claims, and existing and future leasehold interests in
equipment, real estate and fixtures); Documents; Instruments; letters of credit,
bankers' acceptances or guaranties; cash moneys, deposits; securities, bank
accounts, deposit accounts, credits and other property now or hereafter owned or
held in any capacity by Debtor, as well as its affiliates, agreements or
property securing or relating to any of the items referred to above;

                           (ii) Goods: All now owned and hereafter acquired
right, title and interest of Debtor in, to and in respect of goods, including,
but not limited to:

                                    (a) All Inventory, wherever located, whether
now owned or hereafter acquired, of whatever kind, nature or description,
including all raw materials, work-in-process, finished goods, and materials to
be used or consumed in Debtor's business; and all names or marks affixed to or
to be affixed thereto for purposes of selling same by the seller, manufacturer,
lessor or licensor thereof and all Inventory which may be returned to Debtor by
its customers or repossessed by Debtor and all of Debtor's right, title and
interest in and to the foregoing (including all of Debtor's rights as a seller
of goods);

                                    (b) All Equipment and fixtures, wherever
located, whether now owned or hereafter acquired, including, without limitation,
all machinery, motor vehicles, furniture and fixtures, and any and all
additions, substitutions, replacements (including spare parts), and accessions
thereof and thereto (including, but not limited to Debtor's rights to acquire
any of the foregoing, whether by exercise of a purchase option or otherwise);

                           (iii) Property: All now owned and hereafter acquired
right, title and interests of Debtor in, to and in respect of any real or other
personal property in or upon which Debtor has or may hereafter have a security
interest, lien or right of setoff;

                           (iv) Books and Records: All present and future books
and records relating to any of the above including, without limitation, all
computer programs, printed output and computer readable data in the possession
or control of the Debtor, any computer service bureau or other third party; and

                           (v) Products and Proceeds: All products and Proceeds
of the foregoing in whatever form and wherever located, including, without
limitation, all insurance proceeds and all claims against third parties for loss
or destruction of or damage to any of the foregoing.

                  (B) All now owned and hereafter acquired right, title and
interest of Debtor in, to and in respect of the following:

                           (i) the shares of stock, partnership interests,
member interests or other equity interests at any time and from time to time
acquired by Debtor of any and all entities now or hereafter existing, all or a
portion of such stock or other equity interests which are acquired by such
entities at any time (such entities, together with the existing issuers, being
hereinafter referred to collectively as the "Pledged Issuers" and individually
as a "Pledged Issuer"), the certificates representing such shares, partnership
interests, member interests or other interests, all options and other rights,
contractual or otherwise, in respect thereof and all dividends, distributions,
cash, instruments, investment property and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for
any or all of such shares, partnership interests, member interests or other
interests;

                           (ii) all additional shares of stock, partnership
interests, member interests or other equity interests from time to time acquired
by Debtor, of any Pledged Issuer, the certificates representing such additional


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shares, all options and other rights, contractual or otherwise, in respect
thereof and all dividends, distributions, cash, instruments, investment property
and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such additional
shares, interests or equity; and

                           (iii) all security entitlements of Debtor in, and all
Proceeds of any and all of the foregoing in each case, whether now owned or
hereafter acquired by Debtor and howsoever its interest therein may arise or
appear (whether by ownership, security interest, lien, claim or otherwise).

         3.3 The Lender is hereby specifically authorized, after the Maturity
Date (defined in the Notes) accelerated or otherwise, or after an Event of
Default (as defined herein) and the expiration of any applicable cure period, to
transfer any Collateral into the name of the Lender and to take any and all
action deemed advisable to the Lender to remove any transfer restrictions
affecting the Collateral.

4. Perfection of Security Interest.

         4.1 Debtor shall prepare, execute and deliver to the Lender UCC-1
Financing Statements. The Lender is instructed to prepare and file at Debtor's
cost and expense, financing statements in such jurisdictions deemed advisable to
the Lender, including but not limited to Nevada. The Financing Statements are
deemed to have been filed for the benefit of the Lender.

         4.2 All other certificates and instruments constituting Collateral from
time to time required to be pledged to Lender pursuant to the terms hereof (the
"Additional Collateral") shall be delivered to Lender promptly upon receipt
thereof by or on behalf of any of Debtor. All such certificates and instruments
shall be held by or on behalf of Lender pursuant hereto and shall be delivered
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment or undated stock powers executed
in blank, all in form and substance satisfactory to Lender. If any Collateral
consists of uncertificated securities, unless the immediately following sentence
is applicable thereto, Debtor shall cause Lender (or its custodian, nominee or
other designee) to become the registered holder thereof, or cause each issuer of
such securities to agree that it will comply with instructions originated by
Lender with respect to such securities without further consent by Debtor. If any
Collateral consists of security entitlements, Debtor shall transfer such
security entitlements to Lender (or its custodian, nominee or other designee) or
cause the applicable securities intermediary to agree that it will comply with
entitlement orders by Lender without further consent by Debtor.

         4.3 Within five (5) days after the receipt by Debtor of any Additional
Collateral, a Pledge Amendment, duly executed by Debtor, in substantially the
form of Annex I hereto (a "Pledge Amendment"), shall be delivered to Lender in
respect of the Additional Collateral to be pledged pursuant to this Agreement.
Debtor hereby authorizes Lender to attach each Pledge Amendment to this
Agreement and agrees that all certificates or instruments listed on any Pledge
Amendment delivered to Lender shall for all purposes hereunder constitute
Collateral.

         4.4 If Debtor shall receive, by virtue of Debtor's being or having been
an owner of any Collateral, any (i) stock certificate (including, without
limitation, any certificate representing a stock dividend or distribution in
connection with any increase or reduction of capital, reclassification, merger,
consolidation, sale of assets, combination of shares, stock split, spin-off or
split-off), promissory note or other instrument, (ii) option or right, whether
as an addition to, substitution for, or in exchange for, any Collateral, or
otherwise, (iii) dividends payable in cash (except such dividends permitted to
be retained by Debtor pursuant to Section 5.2 hereof) or in securities or other
property or (iv) dividends or other distributions in connection with a partial
or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in surplus, Debtor shall receive such stock
certificate, promissory note, instrument, option, right, payment or distribution
in trust for the benefit of Lender, shall segregate it from Debtor's other


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property and shall deliver it forthwith to Lender, in the exact form received,
with any necessary endorsement and/or appropriate stock powers duly executed in
blank, to be held by Lender as Collateral and as further collateral security for
the Obligations.

         4.5 Upon satisfaction in full of the Secured Notes, the Lender will
authorize the Company to file UCC termination statements in each jurisdiction in
which it filed UCC Financing Statements.

5. Distribution on Liquidation.

         5.1 If any sum is paid as a liquidating distribution on or with respect
to the Collateral, Debtor shall deliver same to the Lender to be applied to the
Obligations, then due, in accordance with the terms of the Convertible Notes.

         5.2 So long as no Event of Default exists, Debtor shall be entitled (i)
to exercise all voting power pertaining to any of the Collateral, provided such
exercise is not contrary to the interests of the Lender and does not impair the
Collateral and (ii) may receive and retain any and all dividends, interest
payments or other distributions paid in respect of the Collateral.

         5.3. Upon the occurrence and during the continuation of an Event of
Default, all rights of Debtor, upon notice given by Lender, to exercise the
voting power and receive payments, which it would otherwise be entitled to
pursuant to Section 5.2, shall cease and all such rights shall thereupon become
vested in Lender, which shall thereupon have the sole right to exercise such
voting power and receive such payments.

         5.4 All dividends, distributions, interest and other payments which are
received by Debtor contrary to the provisions of Section 5.3 shall be received
in trust for the benefit of Lender, shall be segregated from other funds of
Debtor, and shall be forthwith paid over to Lender as Collateral in the exact
form received with any necessary endorsement and/or appropriate stock powers
duly executed in blank, to be held by Lender as Collateral and as further
collateral security for the Obligations.

6. Further Action By Debtor; Covenants and Warranties.

         6.1 Debtor has and will continue to have full title to the Collateral
free from any liens, leases, encumbrances, judgments or other claims. Lender's
security interest in the Collateral constitutes and will continue to constitute
a first, prior and indefeasible security interest in favor of Lender. Debtor
will do all acts and things, and will execute and file all instruments
(including, but not limited to, security agreements, financing statements,
continuation statements, etc.) reasonably requested by Lender to establish,
maintain and continue the perfected security interest of Lender in the
Collateral, and will promptly on demand, pay all costs and expenses of filing
and recording, including the costs of any searches reasonably deemed necessary
by Lender from time to time to establish and determine the validity and the
continuing priority of the security interest of Lender, and also pay all other
claims and charges that, in the opinion of Lender, exercised in good faith, are
reasonably likely to materially prejudice, imperil or otherwise affect the
Collateral or Lender's security interests therein.

         6.2 Other than in the ordinary course of business, and except for
Collateral which is substituted by assets of identical or greater value or which
has become obsolete or is of inconsequential value, Debtor will not sell,
transfer, assign or pledge those items of Collateral (or allow any such items to
be sold, transferred, assigned or pledged), without the prior written consent of


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Lender other than a transfer of the Collateral to a wholly-owned subsidiary on
prior notice to Lender, and provided the Collateral remains subject to the
security interest herein described. Although Proceeds of Collateral are covered
by this Agreement, this shall not be construed to mean that Lender consents to
any sale of the Collateral, except as provided herein. Sales of Collateral in
the ordinary course of business shall be free of the security interest of Lender
and Lender shall promptly execute such documents (including without limitation
releases and termination statements) as may be required by Debtor to evidence or
effectuate the same.

         6.3 Debtor will, at all reasonable times and upon reasonable notice,
allow Lender or its representatives free and complete access to the Collateral
and all of Debtor's records which in any way relate to the Collateral, for such
inspection and examination as Lender reasonably deems necessary.

         6.4 Debtor, at its sole cost and expense, will protect and defend this
Security Agreement, all of the rights of Lender hereunder, and the Collateral
against the claims and demands of all other persons.

         6.5 Debtor will promptly notify Lender of any levy, distraint or other
seizure by legal process or otherwise of any part of the Collateral, and of any
threatened or filed claims or proceedings that are reasonably likely to affect
or impair any of the rights of Lender under this Security Agreement in any
material respect.

         6.6 Debtor, at its own expense, will obtain and maintain in force
insurance policies covering losses or damage to those items of Collateral which
constitute physical personal property. The insurance policies to be obtained by
Debtor shall be in form and amounts reasonably acceptable to Lender. Debtor
shall make the Lender first a loss payee thereon to the extent of its interest
in the Collateral. Lender is hereby irrevocably (until the Obligations are paid
in full) appointed Debtor's attorney-in-fact to endorse any check or draft that
may be payable to Debtor so that Lender may collect the proceeds payable for any
loss under such insurance. The proceeds of such insurance (subject to the rights
of senior secured parties), less any costs and expenses incurred or paid by
Lender in the collection thereof, shall be applied either toward the cost of the
repair or replacement of the items damaged or destroyed, or on account of any
sums secured hereby, whether or not then due or payable.

         6.7 Lender may, at its option, and without any obligation to do so,
pay, perform and discharge any and all amounts, costs, expenses and liabilities
herein agreed to be paid or performed by Debtor. Upon Debtor's failure to do so,
all amounts expended by Lender in so doing shall become part of the Obligations
secured hereby, and shall be immediately due and payable by Debtor to Lender
upon demand and shall bear interest at the lesser of 15% per annum or the
highest legal amount from the dates of such expenditures until paid.

         6.8 Upon the request of Lender, Debtor will furnish to Lender within
five (5) business days thereafter, or to any proposed assignee of this Security
Agreement, a written statement in form reasonably satisfactory to Lender, duly
acknowledged, certifying the amount of the principal and interest and any other
sum then owing under the Obligations, whether to its knowledge any claims,
offsets or defenses exist against the Obligations or against this Security
Agreement, or any of the terms and provisions of any other agreement of Debtor
securing the Obligations. In connection with any assignment by Lender of this
Security Agreement, Debtor hereby agrees to cause the insurance policies
required hereby to be carried by Debtor, if any, to be endorsed in form
satisfactory to Lender or to such assignee, with loss payable clauses in favor
of such assignee, and to cause such endorsements to be delivered to Lender
within ten (10) calendar days after request therefor by Lender.

         6.9 Debtor will, at its own expense, make, execute, endorse,
acknowledge, file and/or deliver to the Lender from time to time such vouchers,


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invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other reasonable assurances or instruments and take further steps relating to
the Collateral and other property or rights covered by the security interest
hereby granted, as the Lender may reasonably require to perfect its security
interest hereunder.

         6.10 Debtor represents and warrants that it is the true and lawful
exclusive owner of the Collateral, free and clear of any liens and encumbrances.

         6.11 Debtor hereby agrees not to divest itself of any right under the
Collateral except as permitted herein absent prior written approval of the
Lender, except to a subsidiary organized and located in the United States on
prior notice to Lender provided the Collateral remains subject to the security
interest herein described.

7. Power of Attorney.

         After the occurrence and during the uncured continuation of an Event of
Default as defined in Section 9 below, Debtor hereby irrevocably constitutes and
appoints the Lender as the true and lawful attorney of Debtor, with full power
of substitution, in the place and stead of Debtor and in the name of Debtor or
otherwise, at any time or times, in the discretion of the Lender, to take any
action and to execute any instrument or document which the Lender may deem
necessary or advisable to accomplish the purposes of this Agreement. This power
of attorney is coupled with an interest and is irrevocable until the Obligations
are satisfied.

8. Performance By The Lender.

         If Debtor fails to perform any material covenant, agreement, duty or
obligation of Debtor under this Agreement, the Lender may, after any applicable
cure period, at any time or times in its discretion, take action to effect
performance of such obligation. All reasonable expenses of the Lender incurred
in connection with the foregoing authorization shall be payable by Debtor as
provided in Paragraph 12.1 hereof. No discretionary right, remedy or power
granted to the Lender under any part of this Agreement shall be deemed to impose
any obligation whatsoever on the Lender with respect thereto, such rights,
remedies and powers being solely for the protection of the Lender.

9. Event of Default.

         An event of default ("Event of Default") shall be deemed to have
occurred hereunder upon the occurrence of any event of default as defined and
described in this Agreement, in the Notes, Subscription Agreement, and any other
agreement to which Debtor and Lender are parties. Upon and after any Event of
Default, after the applicable cure period, if any, any or all of the Obligations
shall become immediately due and payable at the option of the Lender, and the
Lender may dispose of Collateral as provided below. A default by Debtor of any
of its material obligations pursuant to this Agreement shall be an Event of
Default hereunder and an event of default as defined in the Notes, and
Subscription Agreement.

10. Disposition of Collateral.

         Upon and after any Event of Default which is then continuing,

         10.1 The Lender may exercise its rights with respect to each and every
component of the Collateral, without regard to the existence of any other
security or source of payment for the Obligations. In addition to other rights
and remedies provided for herein or otherwise available to it, the Lender shall


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have all of the rights and remedies of a lender on default under the Uniform
Commercial Code then in effect in the State of New York.

         10.2 If any notice to Debtor of the sale or other disposition of
Collateral is required by then applicable law, five business (5) days prior
written notice (which Debtor agrees is reasonable notice within the meaning of
Section 9-612(a) of the Uniform Commercial Code) shall be given to Debtor of the
time and place of any sale of Collateral which Debtor hereby agrees may be by
private sale. The rights granted in this Section are in addition to any and all
rights available to Lender under the Uniform Commercial Code.

         10.3 The Lender is authorized, at any such sale, if the Lender deems it
advisable to do so, in order to comply with any applicable securities laws, to
restrict the prospective bidders or purchasers to persons who will represent and
agree, among other things, that they are purchasing the Collateral for their own
account for investment, and not with a view to the distribution or resale
thereof, or otherwise to restrict such sale in such other manner as the Lender
deems advisable to ensure such compliance. Sales made subject to such
restrictions shall be deemed to have been made in a commercially reasonable
manner.

         10.4 All proceeds received by the Lender in respect of any sale,
collection or other enforcement or disposition of Collateral, shall be applied
(after deduction of any amounts payable to the Lender pursuant to Paragraph 12.1
hereof) against the Obligations. Upon payment in full of all Obligations, Debtor
shall be entitled to the return of all Collateral, including cash, which has not
been used or applied toward the payment of Obligations or used or applied to any
and all costs or expenses of the Lender incurred in connection with the
liquidation of the Collateral (unless another person is legally entitled
thereto). Any assignment of Collateral by the Lender to Debtor shall be without
representation or warranty of any nature whatsoever and wholly without recourse.
To the extent allowed by law, Lender may purchase the Collateral and pay for
such purchase by offsetting up to the proceeds with sums owed to Lender by
Debtor arising under the Obligations or any other source.

11. Waiver of Automatic Stay. Debtor acknowledges and agrees that should a
proceeding under any bankruptcy or insolvency law be commenced by or against
Debtor, or if any of the Collateral should become the subject of any bankruptcy
or insolvency proceeding, then the Lender should be entitled to, among other
relief to which the Lender may be entitled under the Note, Subscription
Agreement and any other agreement to which the Debtor, or Lender are parties,
(collectively "Loan Documents") and/or applicable law, an order from the court
granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section
362 to permit the Lender to exercise all of its rights and remedies pursuant to
the Loan Documents and/or applicable law. Debtor EXPRESSLY WAIVES THE BENEFIT OF
THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, Debtor
EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY
OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING,
WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION,
REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE LENDER TO ENFORCE ANY OF ITS
RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. Debtor
hereby consents to any motion for relief from stay which may be filed by the
Lender in any bankruptcy or insolvency proceeding initiated by or against
Debtor, and further agrees not to file any opposition to any motion for relief
from stay filed by the Lender. Debtor represents, acknowledges and agrees that
this provision is a specific and material aspect of this Agreement, and that the
Lender would not agree to the terms of this Agreement if this waiver were not a
part of this Agreement. Debtor further represents, acknowledges and agrees that
this waiver is knowingly, intelligently and voluntarily made, that neither the
Lender nor any person acting on behalf of the Lender has made any
representations to induce this waiver, that Debtor has been represented (or has
had the opportunity to be represented) in the signing of this Agreement and in


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the making of this waiver by independent legal counsel selected by Debtor and
that Debtor has had the opportunity to discuss this waiver with counsel. Debtor
further agrees that any bankruptcy or insolvency proceeding initiated by Debtor
will only be brought in the Federal Court within the Southern District of New
York.

12. Miscellaneous.

         12.1 Expenses. Debtor shall pay to the Lender, on demand, the amount of
any and all reasonable expenses, including, without limitation, attorneys' fees,
legal expenses and brokers' fees, which the Lender may incur in connection with
(a) sale, collection or other enforcement or disposition of Collateral; (b)
exercise or enforcement of any the rights, remedies or powers of the Lender
hereunder or with respect to any or all of the Obligations upon breach or
threatened breach; or (c) failure by Debtor to perform and observe any
agreements of Debtor contained herein which are performed by the Lender.

         12.2 Waivers, Amendment and Remedies. No course of dealing by the
Lender and no failure by the Lender to exercise, or delay by the Lender in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, and no single or partial exercise thereof shall preclude any other or
further exercise thereof or the exercise of any other right, remedy or power of
the Lender. No amendment, modification or waiver of any provision of this
Agreement and no consent to any departure by Debtor therefrom, shall, in any
event, be effective unless contained in a writing signed by the Lender, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. The rights, remedies and powers of the
Lender, not only hereunder, but also under any instruments and agreements
evidencing or securing the Obligations and under applicable law are cumulative,
and may be exercised by the Lender from time to time in such order as the Lender
may elect.

         12.3 Notices. All notices or other communications given or made
hereunder shall be in writing and shall be personally delivered or deemed
delivered the first business day after being faxed (provided that a copy is
delivered by first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the other by notice duly made under this Section:

         To Debtor:                       Universal Communication Systems, Inc.
                                          407 Lincoln Road, Suite 12F
                                          Miami Beach, FL 33139
                                          Attn: Michael J. Zwebner, CEO
                                          Fax: (305) 672-1965

         With a copy by telecopier only to:

                                          Torys LLP
                                          466 Lexington Avenue
                                          New York, NY 10017
                                          Attn: Andrew J. Beck, Esq.
                                          Fax: (212) 682-0200

         To Lender:                       Alpha Capital Aktiengesellschaft
                                          Pradafant 7
                                          9490 Furstentums
                                          Vaduz, Lichtenstein
                                          Fax: 011-42-32323196

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Any party may change its address by written notice in accordance with this
paragraph.

         12.4 Term; Binding Effect. This Agreement shall (a) remain in full
force and effect until payment and satisfaction in full of all of the
Obligations; (b) be binding upon Debtor, and its successors and permitted
assigns; and (c) inure to the benefit of the Lender and their respective
successors and assigns. All the rights and benefits granted by Debtor to the
Lender in the Loan Documents and other agreements and documents delivered in
connection therewith are deemed granted to the Lender.

         12.5 Captions. The captions of Paragraphs, Articles and Sections in
this Agreement have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other
significance whatsoever.

         12.6 Governing Law; Venue; Severability. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without regard to conflicts of laws principles that would result in the
application of the substantive laws of another jurisdiction, except to the
extent that the perfection of the security interest granted hereby in respect of
any item of Collateral may be governed by the law of another jurisdiction. Any
legal action or proceeding against Debtor with respect to this Agreement may be
brought in the courts in the State of New York or of the United States for the
Southern District of New York, and, by execution and delivery of this Agreement,
Debtor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Debtor
hereby irrevocably waives any objection which they may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Agreement brought in the aforesaid courts and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum. If any provision of this Agreement, or the
application thereof to any person or circumstance, is held invalid, such
invalidity shall not affect any other provisions which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable and the remaining, valid provisions shall remain of
full force and effect.

         12.7 Counterparts/Execution. This Agreement may be executed in any
number of counterparts and by the different signatories hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute but one and the same instrument. This
Agreement may be executed by facsimile signature and delivered by facsimile
transmission.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


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<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Security Agreement, as of the date first written above.

"DEBTOR"
UNIVERSAL COMMUNICATION SYSTEMS, INC.
a Nevada corporation


By: _____________________________________


Its: _____________________________________



APPROVED BY "LENDER"




--------------------------------------
ALPHA CAPITAL AKTIENGESELLSCHAFT




        THIS SECURITY AGREEMENT MAY BE SIGNED BY FACSIMILE SIGNATURE AND
                 DELIVERED BY CONFIRMED FACSIMILE TRANSMISSION.

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<PAGE>

                                     ANNEX I

                                       TO

                               SECURITY AGREEMENT

                                PLEDGE AMENDMENT

This Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section
4.3 of the Security Agreement referred to below. The undersigned hereby agrees
that this Pledge Amendment may be attached to the Security Agreement, dated
August ___, 2005, as it may heretofore have been or hereafter may be amended,
restated, supplemented or otherwise modified from time to time and that the
shares listed on this Pledge Amendment shall be hereby pledged and assigned to
Lender and become part of the Collateral referred to in such Security Agreement
and shall secure all of the Obligations referred to in such Security Agreement.



----------------------- ---------------- -------------- ----------------
                        Number                          Certificate
Name of Issuer          of Shares        Class          Number(s)
--------------          ---------        -----          ---------
----------------------- ---------------- -------------- ----------------

----------------------- ---------------- -------------- ----------------

----------------------- ---------------- -------------- ----------------

----------------------- ---------------- -------------- ----------------

----------------------- ---------------- -------------- ----------------



                                           UNIVERSAL COMMUNICATION SYSTEMS, INC.



                                           By:      ____________________________


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