Exhibit 99.2

                               SECURITY AGREEMENT

         This SECURITY AGREEMENT,  dated as of June 18, 2007 (this "AGREEMENT"),
is among Environmental  Service  Professionals,  Inc., a Nevada corporation (the
"COMPANY"),  all of the  Subsidiaries  of the Company  (such  subsidiaries,  the
"GUARANTORS" and together with the Company, the "DEBTORS") and BOCA FUNDING, LLC
(the  "SECURED  PARTY"),   the  holder  of  the  Company's  12%  Senior  Secured
Convertible  Note,  issued on June 18, 2007 in the original  principal amount of
$615,000 (the "NOTE"), and its endorsees, transferees and assigns.

                              W I T N E S S E T H:

         WHEREAS,  pursuant to the Note,  the Secured Party has agreed to extend
the loans to the Company evidenced by the Note;

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

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

         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
(including  the terms  "account",  "chattel  paper",  "commercial  tort  claim",
"deposit account", "document",  "equipment",  "fixtures", "general intangibles",
"goods", "instruments",  "inventory",  "investment property",  "letter-of-credit
rights",  "proceeds",  "securities" and "supporting obligations") shall have the
respective meanings given such terms in Article 9 of the UCC.

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

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

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

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

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

                           (v) All commercial tort claims;

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

                           (vii) All investment property;

                           (viii) All supporting obligations;

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

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

                           Without limiting the generality of the foregoing, the
                  "COLLATERAL" shall include all investment property and general
                  intangibles respecting ownership and/or other equity interests


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<PAGE>

                  in each Guarantor,  including,  without limitation, the shares
                  of  capital  stock and the other  equity  interests  listed on
                  SCHEDULE  H hereto (as the same may be  modified  from time to
                  time  pursuant to the terms  hereof),  and any other shares of
                  capital  stock  and/or  other  equity  interests  of any other
                  direct or indirect  subsidiary  of any Debtor  obtained in the
                  future, and, in each case, all certificates  representing such
                  shares and/or equity  interests and, in each case, all rights,
                  options,  warrants,  stock,  other  securities  and/or  equity
                  interests  that  may  hereafter  be  received,  receivable  or
                  distributed  in  respect  of,  or  exchanged  for,  any of the
                  foregoing and all rights  arising under or in connection  with
                  the  Pledged  Securities,  including,  but not limited to, all
                  dividends, interest and cash.

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

                  (b) "INTELLECTUAL  PROPERTY" means the collective reference to
         all  rights,   priorities  and  privileges   relating  to  intellectual
         property, whether arising under United States, multinational or foreign
         laws or otherwise,  including,  without limitation,  (i) all copyrights
         arising under the laws of the United  States,  any other country or any
         political  subdivision thereof,  whether registered or unregistered and
         whether  published or  unpublished,  all  registrations  and recordings
         thereof,  and all  applications  in  connection  therewith,  including,
         without limitation,  all registrations,  recordings and applications in
         the United  States  Copyright  Office,  (ii) all letters  patent of the
         United States, any other country or any political  subdivision thereof,
         all reissues and extensions  thereof,  and all applications for letters
         patent of the United  States or any other  country  and all  divisions,
         continuations and continuations-in-part  thereof, (iii) all trademarks,
         trade names, corporate names, company names, business names, fictitious
         business names,  trade dress,  service marks,  logos,  domain names and
         other  source or  business  identifiers,  and all  goodwill  associated
         therewith,   now  existing  or  hereafter  adopted  or  acquired,   all
         registrations   and  recordings   thereof,   and  all  applications  in
         connection therewith, whether in the United States Patent and Trademark
         Office or in any  similar  office or agency of the United  States,  any
         State  thereof  or  any  other  country  or any  political  subdivision
         thereof, or otherwise,  and all common law rights related thereto, (iv)
         all trade  secrets  arising  under the laws of the United  States,  any
         other country or any political  subdivision  thereof, (v) all rights to
         obtain any reissues,  renewals or extensions of the foregoing, (vi) all
         licenses for any of the  foregoing,  and (vii) all causes of action for
         infringement of the foregoing.

                  (c)  "NECESSARY   ENDORSEMENT"   means  undated  stock  powers
         endorsed  in blank or  other  proper  instruments  of  assignment  duly
         executed and such other  instruments  or documents as the Secured Party
         may reasonably request.

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<PAGE>

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

                  (e)  "ORGANIZATIONAL  DOCUMENTS"  means  with  respect  to any
         Debtor,  the  documents by which such Debtor was  organized  (such as a
         certificate of  incorporation,  certificate  of limited  partnership or
         articles  of  organization,  and  including,  without  limitation,  any
         certificates  of  designation  for  preferred  stock or other  forms of
         preferred  equity) and which relate to the internal  governance of such
         Debtor  (such as  bylaws,  a  partnership  agreement  or an  operating,
         limited liability or members agreement).

                  (f) "PLEDGED  SECURITIES"  shall have the meaning  ascribed to
         such term in Section 4(i).

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

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<PAGE>

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

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

         4.  REPRESENTATIONS,   WARRANTIES,  COVENANTS  AND  AGREEMENTS  OF  THE
DEBTORS.  Except as set forth under the corresponding  section of the disclosure
schedules delivered to the Secured Party concurrently  herewith (the "DISCLOSURE
SCHEDULES"),  which  Disclosure  Schedules  shall be deemed a part hereof,  each
Debtor  represents  and warrants to, and covenants and agrees with,  the Secured
Party as follows:

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

                   (b) The Debtors  have no place of  business or offices  where
         their  respective  books of account  and  records  are kept (other than
         temporarily at the offices of its attorneys or  accountants)  or places
         where Collateral is stored or located,  except as set forth on SCHEDULE
         A attached  hereto.  Except as  disclosed  on  SCHEDULE A, none of such
         Collateral is in the possession of any consignee, bailee, warehouseman,
         agent or processor.

                  (c) Except for  Permitted  Liens (as  defined in the Note) and
         except as set forth on SCHEDULE B attached hereto,  the Debtors are the
         sole owner of the  Collateral,  free and clear of any  liens,  security
         interests,  encumbrances, rights or claims, and are fully authorized to
         grant the Security Interests. Except as set forth on SCHEDULE B


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<PAGE>

         attached hereto, there is not on file in any governmental or regulatory
         authority, agency or recording office an effective financing statement,
         security  agreement,  license or  transfer  or any notice of any of the
         foregoing  (other than those that will be filed in favor of the Secured
         Party  pursuant to this  Agreement)  covering or  affecting  any of the
         Collateral.  Except as set forth on  Schedule  B  attached  hereto  and
         except pursuant to this  Agreement,  as long as this Agreement shall be
         in effect, the Debtors shall not execute and shall not knowingly permit
         to be on  file  in any  such  office  or  agency  any  other  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 written claim has been received that any  Collateral or
         Debtor's use of any Collateral  violates the rights of any third party.
         There has been no adverse  decision to any Debtor's  claim of ownership
         rights in or exclusive rights to use the Collateral in any jurisdiction
         or to any Debtor's  right to keep and maintain such  Collateral in full
         force and  effect,  and there is no  proceeding  involving  said rights
         pending or, to the best knowledge of any Debtor,  threatened before any
         court, judicial body,  administrative or regulatory agency,  arbitrator
         or other governmental authority.

                  (e) Each  Debtor  shall at all  times  maintain  its  books of
         account and records  relating to the Collateral at its principal  place
         of business and its Collateral at the locations set forth on SCHEDULE A
         attached  hereto and may not relocate such books of account and records
         or tangible Collateral unless it delivers to the Secured 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 under the UCC
         and other  necessary  documents  have been filed and recorded and other
         steps have been taken to perfect the  Security  Interests  to create in
         favor of the Secured Party a valid,  perfected and continuing perfected
         first priority lien in the Collateral.

                  (f) This  Agreement  creates in favor of the  Secured  Party a
         valid,  security interest in the Collateral,  subject only to Permitted
         Liens (as defined in the Note) securing the payment and  performance of
         the Obligations.  Upon making the filings  described in the immediately
         following  paragraph,  all security  interests created hereunder in any
         Collateral  which may be perfected by filing  Uniform  Commercial  Code
         financing  statements  shall have been duly  perfected.  Except for the
         filing of the Uniform Commercial Code financing  statements referred to
         in  the  immediately  following  paragraph,   the  recordation  of  the
         Intellectual  Property  Security  Agreement (as defined below) (if any)
         with respect to  copyrights  and copyright  applications  in the United
         States  Copyright Office referred to in paragraph (p), and the delivery
         of the  certificates  and other  instruments  provided in Section 3, no
         action  is  necessary  to  create,  perfect  or  protect  the  security
         interests  created  hereunder.  Without  limiting the generality of the
         foregoing,  except for the  filing of said  financing  statements,  the
         recordation  of  said  Intellectual  Property  Security  Agreement,  no
         consent of any third  parties and no  authorization,  approval or other
         action by, and no notice to or filing with, any governmental  authority
         or  regulatory  body is required  for (i) the  execution,  delivery and
         performance of this Agreement, (ii) the creation or perfection of the


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<PAGE>

         Security  Interests  created  hereunder in the  Collateral or (iii) the
         enforcement of the rights of the Secured Party hereunder.

                   (g) Each Debtor hereby  authorizes  the Secured Party to file
         one or more  financing  statements  under the UCC,  with respect to the
         Security Interests with the proper filing and recording agencies in any
         jurisdiction  deemed  proper by it, which UCC  financing  statement may
         describe the collateral as "All assets".

                   (h) The execution, delivery and performance of this Agreement
         by the  Debtors  does  not (i)  violate  any of the  provisions  of any
         Organizational  Documents of any Debtor or any judgment,  decree, order
         or  award  of  any  court,  governmental  body  or  arbitrator  or  any
         applicable  law,  rule or  regulation  applicable to any Debtor or (ii)
         conflict with, or constitute a default (or an event that with notice or
         lapse of time or both would become a default)  under, or give to others
         any rights of  termination,  amendment,  acceleration  or  cancellation
         (with or  without  notice,  lapse of time or both) of,  any  agreement,
         credit facility, debt or other instrument (evidencing any Debtor's debt
         or otherwise) or other  understanding to which any Debtor is a party or
         by which any property or asset of any Debtor is bound or  affected.  If
         any,  all  required  consents  (including,   without  limitation,  from
         stockholders  or creditors of any Debtor)  necessary  for any Debtor to
         enter into and perform its obligations hereunder have been obtained.

                   (i) The capital  stock and other equity  interests  listed on
         SCHEDULE  H hereto  (the  "PLEDGED  SECURITIES")  represent  all of the
         capital stock and other equity interests in and to the Guarantors,  and
         represent all capital stock and other equity interests owned,  directly
         or  indirectly,  by the  Company.  All of the  Pledged  Securities  are
         validly issued,  fully paid and  nonassessable,  and the Company is the
         legal and beneficial owner of the Pledged Securities, free and clear of
         any  lien,  security  interest  or  other  encumbrance  except  for the
         security  interests created by this Agreement and other Permitted Liens
         (as  defined  in the  Note).  Each  Debtor  shall  cause the pledge and
         security  interest  of  the  Secured  Party  to be  duly  noted  in its
         corporate books and records.

                  (j) The ownership and other equity  interests in  partnerships
         and limited  liability  companies (if any)  included in the  Collateral
         (the  "PLEDGED  INTERESTS")  by their express terms do not provide that
         they are  securities  governed by Article 8 of the UCC and are not held
         in a securities account or by any financial intermediary.

                  (k) Except for Permitted Liens (as defined in the Note),  each
         Debtor shall at all times  maintain  the liens and  Security  Interests
         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 be
         terminated  pursuant to Section 11 hereof. Each Debtor hereby agrees to
         defend the same against the claims of any and all persons and entities.
         Each Debtor shall  safeguard and protect all Collateral for the account
         of the Secured Party. At the request of the Secured Party,  each Debtor
         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 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


                                        7

<PAGE>

         and obligations provided for herein. Without limiting the generality of
         the foregoing,  each Debtor shall pay all fees, taxes and other amounts
         necessary  to  maintain  the  Collateral  and  the  Security  Interests
         hereunder,  and each  Debtor  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 Interests hereunder.

                  (l) Except for  Permitted  Liens (as defined in the Note),  no
         Debtor will transfer, pledge,  hypothecate,  encumber, license, sell or
         otherwise  dispose of any of the Collateral  (except for  non-exclusive
         licenses  granted by a Debtor in its  ordinary  course of business  and
         sales of  inventory  by a Debtor in its  ordinary  course of  business)
         without the prior written consent of the Secured Party.

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

                  (n) Each Debtor  shall  maintain  with  financially  sound and
         reputable insurers, insurance with respect to the Collateral, including
         Collateral hereafter acquired,  against loss or damage of the kinds and
         in the amounts  customarily  insured against by entities of established
         reputation  having similar  properties  similarly  situated and in such
         amounts as are customarily carried under similar circumstances by other
         such  entities  and  otherwise  as is prudent for  entities  engaged in
         similar  businesses  but in any  event  sufficient  to  cover  the full
         replacement cost thereof. Each Debtor shall cause each insurance policy
         issued in connection herewith to provide,  and the insurer issuing such
         policy to certify to the Secured  Party that (a) the Secured Party will
         be named as lender loss payee and  additional  insured  under each such
         insurance policy;  (b) if such insurance be proposed to be cancelled or
         materially  changed  for  any  reason  whatsoever,  such  insurer  will
         promptly notify the Secured Party and such cancellation or change shall
         not be effective as to the Secured  Party for at least thirty (30) days
         after receipt by the Secured Party of such notice, unless the effect of
         such change is to extend or increase coverage under the policy; and (c)
         the  Secured  Party  will have the  right  (but no  obligation)  at its
         election to remedy any default in the payment of premiums within thirty
         (30) days of notice  from the insurer of such  default.  If no Event of
         Default (as defined in the Note) exists and if the proceeds arising out
         of any claim or series of related claims do not exceed  $100,000,  loss
         payments in each instance will be applied by the  applicable  Debtor to
         the repair  and/or  replacement  of property  with respect to which the
         loss was  incurred  to the  extent  reasonably  feasible,  and any loss
         payments  or  the  balance  thereof  remaining,  to the  extent  not so
         applied, shall be payable to the applicable Debtor, provided,  however,
         that payments  received by any Debtor after an Event of Default  occurs
         and is continuing or in excess of $100,000 for any occurrence or series
         of related  occurrences  shall be paid to the  Secured  Party  and,  if
         received by such Debtor,  shall be held in trust for the Secured  Party
         and  immediately  paid  over  to the  Secured  Party  unless  otherwise
         directed in writing by the Secured Party. Copies of such policies or


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<PAGE>

         the related  certificates,  in each case,  naming the Secured  Party as
         lender loss payee and  additional  insured  shall be  delivered  to the
         Secured  Party at least  annually  and at the  time any new  policy  of
         insurance is issued.

                  (o) Each  Debtor  shall,  within  ten (10)  days of  obtaining
         knowledge  thereof,  advise the Secured Party  promptly,  in sufficient
         detail,  of any material  adverse 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.

                   (p) Each  Debtor  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 request and may in its sole discretion deem
         necessary to perfect,  protect or enforce the Secured Party's  security
         interest in the Collateral including, without limitation, if applicable
         and  requested  in writing by the  Secured  Party,  the  execution  and
         delivery of a separate security agreement with respect to each Debtor's
         Intellectual Property  ("INTELLECTUAL  PROPERTY SECURITY AGREEMENT") in
         which  the  Secured  Party  have  been  granted  a  security   interest
         hereunder, substantially in a form reasonably acceptable to the Secured
         Party, which Intellectual  Property Security  Agreement,  other than as
         stated  therein,  shall be subject  to all of the terms and  conditions
         hereof.

                  (q)  Each  Debtor  shall  permit  the  Secured  Party  and its
         representatives  and agents to inspect  the  Collateral  during  normal
         business hours and upon reasonable prior notice,  and to make copies of
         records pertaining to the Collateral as may be reasonably  requested by
         the Secured Party from time to time.

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

                  (s) Each Debtor  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 such  Debtor  that may  materially
         affect the value of the Collateral, the Security Interest or the rights
         and remedies of the Secured Party hereunder.

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

                  (u) The Debtors  shall at all times  preserve and keep in full
         force and effect their respective valid existence and good standing and
         any rights and franchises material to its business.

                  (v) No Debtor  will  change  its name,  type of  organization,
         jurisdiction of organization,  organizational identification number (if
         it has one), legal or corporate structure, or identity, or add any new


                                        9
<PAGE>

         fictitious  name  unless it  provides  at least 30 days  prior  written
         notice to the  Secured  Party of such  change  and, at the time of such
         written notification,  such Debtor provides any financing statements or
         fixture filings necessary to perfect and continue the perfection of the
         Security Interests granted and evidenced by this Agreement.

                  (w) Except in the  ordinary  course of business and except for
         Permitted  Liens (as defined in the Note), no Debtor may consign any of
         its  Inventory or sell any of its  Inventory on bill and hold,  sale or
         return,  sale on approval,  or other  conditional terms of sale without
         the  consent of the  Secured  Party,  which  shall not be  unreasonably
         withheld.

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

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

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

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

                  (bb) Each Debtor, in its capacity as issuer,  hereby agrees to
         comply  with any and all  orders  and  instructions  of  Secured  Party
         regarding  the  Pledged  Interests  consistent  with the  terms of this
         Agreement  without the further consent of any Debtor as contemplated by
         Section  8-106 (or any  successor  section) of the UCC.  Further,  each
         Debtor agrees that it shall not enter into a similar  agreement (or one
         that would confer "control" within the meaning of Article 8 of the UCC)
         with any other person or entity.

                  (cc) Each  Debtor  shall  cause  all  tangible  chattel  paper
         constituting  Collateral to be delivered to the Secured  Party,  or, if
         such  delivery is not  possible,  then to cause such  tangible  chattel
         paper to contain a legend  noting  that it is  subject to the  security
         interest  created by this Agreement.  To the extent that any Collateral
         consists of electronic chattel paper, the applicable Debtor shall cause
         the  underlying  chattel  paper to be  "marked"  within the  meaning of
         Section 9-105 of the UCC (or successor section thereto).

                                       10

<PAGE>

                  (dd)  [Reserved].

                  (ee)  To  the  extent   that  any   Collateral   consists   of
         letter-of-credit  rights,  the applicable Debtor shall cause the issuer
         of each underlying  letter of credit to consent to an assignment of the
         proceeds thereof to the Secured Party.

                  (ff) To the extent that any Collateral is in the possession of
         any third  party,  the  applicable  Debtor  shall join with the Secured
         Party in  notifying  such third party of the Secured  Party's  security
         interest in such  Collateral  and shall obtain an  acknowledgement  and
         agreement from such third party with respect to the Collateral, in form
         and substance reasonably satisfactory to the Secured Party.

                  (gg)  If any  Debtor  shall  at any  time  hold or  acquire  a
         commercial  tort claim,  such Debtor shall promptly  notify the Secured
         Party in a writing signed by such Debtor of the particulars thereof and
         grant to the Secured Party in such writing a security  interest therein
         and in the proceeds thereof, all upon the terms of this Agreement, with
         such writing to be in form and  substance  satisfactory  to the Secured
         Party.

                  (hh) Each Debtor shall  immediately  provide written notice to
         the Secured Party of any and all accounts  which arise out of contracts
         with any governmental authority and, to the extent necessary to perfect
         or continue  the  perfected  status of the  Security  Interests in such
         accounts and proceeds thereof, shall execute and deliver to the Secured
         Party an assignment of claims for such accounts and cooperate  with the
         Secured  Party in taking any other  steps  required,  in its  judgment,
         under the  Federal  Assignment  of Claims Act or any  similar  federal,
         state or local  statute or rule to perfect or  continue  the  perfected
         status of the Security Interests in such accounts and proceeds thereof.

                   (ii) Each Debtor shall cause each  subsidiary  of such Debtor
         with operations or material operations (which, if in doubt, shall be in
         the sole  determination  of the Secured Party) to immediately  become a
         party hereto (an "ADDITIONAL  Debtor"),  by executing and delivering an
         Additional Debtor Joinder in substantially the form of ANNEX A attached
         hereto and comply with the provisions hereof applicable to the Debtors.
         As of the date hereof, the Company represents and warrants that none of
         its  subsidiaries  have any operations or material  assets.  Concurrent
         therewith,  the Additional Debtor shall deliver  replacement  schedules
         for, or supplements to all other  Schedules to (or referred to in) this
         Agreement, as applicable,  which replacement schedules shall supersede,
         or  supplements  shall  modify,  the  Schedules  then  in  effect.  The
         Additional   Debtor  shall  also  deliver  such  opinions  of  counsel,
         authorizing   resolutions,   good  standing  certificates,   incumbency
         certificates,  organizational documents, financing statements and other
         information  and  documentation  as the  Secured  Party may  reasonably
         request.  Upon  delivery of the  foregoing  to the Secured  Party,  the
         Additional  Debtor shall be and become a party to this  Agreement  with
         the same rights and obligations as the Debtors, for all purposes hereof
         as fully  and to the same  extent as if it were an  original  signatory
         hereto and shall be deemed to have made the representations, warranties
         and covenants set forth herein as of the date of execution and delivery


                                       11
<PAGE>

         of such  Additional  Debtor Joinder,  and all references  herein to the
         "Debtors" shall be deemed to include each Additional Debtor.

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

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

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

                  (mm) Without limiting the generality of the other  obligations
         of the Debtors  hereunder,  each Debtor shall  promptly (i) cause to be
         registered  at the United States  Copyright  Office all of its material
         copyrights,  (ii) cause the security interest  contemplated hereby with
         respect to all  Intellectual  Property  registered at the United States
         Copyright  Office or United States  Patent and  Trademark  Office to be
         duly  recorded  at the  applicable  office,  and (iii) give the Secured
         Party notice whenever it acquires (whether absolutely or by license) or
         creates any additional material Intellectual Property.

                   (nn) Each  Debtor  will  from time to time,  at the joint and
         several expense of the Debtors,  promptly  execute and deliver all such
         further instruments and documents, and take all such further action as


                                       12


<PAGE>

         may be necessary or desirable,  or as the Secured Party may  reasonably
         request,  in order to perfect and protect any security interest granted
         or  purported  to be granted  hereby or to enable the Secured  Party to
         exercise  and enforce  their  rights and  remedies  hereunder  and with
         respect to any  Collateral  or to  otherwise  carry out the purposes of
         this Agreement.

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

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

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

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

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

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

                  (c) The failure by any Debtor to observe or perform any of its
         obligations  hereunder for three (3) days after delivery to such Debtor
         of notice of such  failure  by or on behalf of a Secured  Party  unless
         such  default is capable of cure but cannot be cured  within  such time
         frame and such  Debtor is using  best  efforts to cure same in a timely
         fashion; or

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


                                       13

<PAGE>

         authority having jurisdiction over any Debtor, seeking to establish the
         invalidity or  unenforceability  thereof, or any Debtor shall deny that
         any Debtor has any  liability  or  obligation  purported  to be created
         under this Agreement.

         7. DUTY TO HOLD IN TRUST.

                  (a) Upon the  occurrence  of any Event of  Default  and at any
         time  thereafter,  each  Debtor  shall,  upon  receipt of any  revenue,
         income,  dividend,  interest  or other  sums  subject  to the  Security
         Interests, 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,  pro-rata in proportion to
         their respective  then-currently  outstanding  principal amount of Note
         for  application to the  satisfaction  of the  Obligations  (and if any
         Debenture is not  outstanding,  pro-rata in  proportion  to the initial
         purchases of the remaining Note).

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

         8. RIGHTS AND REMEDIES UPON DEFAULT.

                  (a) Upon the  occurrence  of any Event of  Default  and at any
         time thereafter, the Secured 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. Without limitation, the Secured Party shall have the following
         rights and powers:

                           (i) 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 Debtor shall assemble the Collateral
                  and make it available to the Secured Party at places which the
                  Secured  Party  shall  reasonably  select,   whether  at  such
                  Debtor's  premises or  elsewhere,  and make  available  to the
                  Secured Party, without rent, all of such Debtor's respective


                                       14


<PAGE>

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

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

                           (iii)  The  Secured  Party  shall  have the  right to
                  operate the business of each Debtor using the  Collateral  and
                  shall  have the  right to  assign,  sell,  lease or  otherwise
                  dispose of and deliver all or any part of the  Collateral,  at
                  public or private  sale or  otherwise,  either with or without
                  special  conditions or stipulations,  for cash or on credit or
                  for future  delivery,  in such  parcel or parcels  and at such
                  time or times and at such place or places, and upon such terms
                  and  conditions  as the  Secured  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 any Debtor or right of  redemption of
                  a Debtor,  which are hereby expressly  waived.  Upon each such
                  sale, lease,  assignment or other transfer of Collateral,  the
                  Secured 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 any  Debtor,  which are
                  hereby waived and released.

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

                           (v) The Secured Party,  may (but is not obligated to)
                  direct  any  financial  intermediary  or any  other  person or
                  entity holding any investment property to transfer the same to
                  the Secured Party, or its designee.

                           (vi) The Secured  Party may (but is not obligated to)
                  transfer any or all  Intellectual  Property  registered in the
                  name of any Debtor at the United  States  Patent and Trademark
                  Office  and/or  Copyright  Office into the name of the Secured
                  Party or any designee or any purchaser of any Collateral.

                                       15


<PAGE>

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

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

         9.  APPLICATIONS OF PROCEEDS.  The proceeds of any such sale,  lease or
other  disposition of the Collateral  hereunder or from payments made on account
of any insurance  policy insuring any portion of the Collateral 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  the  Secured   Party's  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 the  applicable  Debtor any
surplus  proceeds.  If,  upon the  sale,  license  or other  disposition  of the
Collateral,  the proceeds  thereof are  insufficient to pay all amounts to which
the  Secured  Party is  legally  entitled,  the  Debtors  will be liable for the
deficiency,  together with interest thereon, at the rate of 20% per annum or the
lesser  amount  permitted  by  applicable  law  (the  "DEFAULT  RATE"),  and the
reasonable  fees of any attorneys  employed by the Secured Party to collect such
deficiency.  To the extent  permitted by applicable  law, each Debtor waives all
claims,  damages  and  demands  against  the  Secured  Party  arising out of the
repossession, removal, retention or sale of the Collateral, unless due solely to
the gross negligence or willful misconduct of the Secured Party as determined by
a final  judgment  (not  subject  to  further  appeal)  of a court of  competent
jurisdiction.

         10. SECURITIES LAW PROVISION. Each Debtor recognizes that Secured Party
may be limited  in its  ability to effect a sale to the public of all or part of
the Pledged  Securities by reason of certain  prohibitions in the Securities Act
of 1933, as amended,  or other federal or state  securities laws  (collectively,
the "SECURITIES LAWS"), and may be compelled to resort to one or more sales to a
restricted  group of  purchasers  who may be  required  to agree to acquire  the
Pledged Securities for their own account, for investment and not with a view to


                                       16

<PAGE>

the distribution or resale thereof. Each Debtor agrees that sales so made may be
at prices and on terms less favorable than if the Pledged  Securities  were sold
to the public, and that Secured Party has no obligation to delay the sale of any
Pledged  Securities  for the period of time  necessary  to register  the Pledged
Securities for sale to the public under the Securities  Laws.  Each Debtor shall
cooperate  with Secured Party in its attempt to satisfy any  requirements  under
the Securities Laws (including,  without limitation,  registration thereunder if
requested by Secured Party) applicable to the sale of the Pledged  Securities by
Secured Party.

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

         12.  RESPONSIBILITY FOR COLLATERAL.  The Debtors assume all liabilities
and responsibility in connection with all Collateral,  and the Obligations shall
in no way be affected or diminished by reason of the loss,  destruction,  damage
or theft of any of the Collateral or its unavailability for any reason.  Without
limiting  the  generality  of the  foregoing,  (a) in no event shall the Secured
Party (i) have any duty (either  before or after an Event of Default) to collect
any amounts in respect of the  Collateral or to preserve any rights  relating to
the Collateral, or (ii) have any obligation to clean-up or otherwise prepare the
Collateral for sale, and (b) each Debtor shall remain obligated and liable under
each  contract  or  agreement  included  in the  Collateral  to be  observed  or
performed  by such  Debtor  thereunder.  The  Secured  Party  shall not have any
obligation  or  liability  under any such  contract or agreement by reason of or
arising out of this Agreement or the receipt by the Secured Party of any payment
relating to any of the  Collateral,  nor shall the Secured Party be obligated in
any manner to perform any of the  obligations of any Debtor under or pursuant to
any such contract or agreement,  to make inquiry as to the nature or sufficiency
of any payment  received by the Secured Party in respect of the Collateral or as
to the  sufficiency  of any  performance by any party under any such contract or
agreement,  to  present or file any  claim,  to take any  action to enforce  any
performance  or to  collect  the  payment  of any  amounts  which  may have been
assigned to the Secured  Party or to which the Secured  Party may be entitled at
any time or times.

         13. SECURITY  INTERESTS  ABSOLUTE.  All rights of the Secured Party and
all obligations of the Debtors  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


                                       17

<PAGE>

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 guarantee,  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 a Debtor, or a
discharge of all or any part of the Security Interests 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  Debtor  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 Debtor'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
Debtor  waives all right to require  the  Secured  Party to proceed  against any
other person or entity or to apply any  Collateral  which the Secured  Party may
hold at any time,  or to marshal  assets,  or to pursue any other  remedy.  Each
Debtor waives any defense arising by reason of the application of the statute of
limitations to any obligation secured hereby.

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

         15. POWER OF ATTORNEY; FURTHER ASSURANCES.

                   (a) Each Debtor authorizes the Secured Party, and does hereby
         make,  constitute  and  appoint  the  Secured  Party and its  officers,
         agents, successors or assigns with full power of substitution,  as such
         Debtor's true and lawful  attorney-in-fact,  with power, in the name of
         the Secured Party or such Debtor,  to, after the  occurrence and during
         the continuance of an Event of Default,  (i) endorse any note,  checks,
         drafts,  money  orders  or  other  instruments  of  payment  (including
         payments  payable  under or in respect of any policy of  insurance)  in
         respect of the Collateral  that may come into possession of the Secured
         Party; (ii) to sign and endorse any financing statement pursuant to the
         UCC or any invoice, freight or express bill, bill of lading, storage or
         warehouse receipts, drafts against debtors, assignments,  verifications
         and notices in connection with accounts,  and other documents  relating
         to the Collateral;  (iii) to pay or discharge  taxes,  liens,  security
         interests or other encumbrances at any time levied or placed on or


                                       18
<PAGE>

         threatened  against the Collateral;  (iv) to demand,  collect,  receipt
         for,  compromise,  settle  and sue for  monies  due in  respect  of the
         Collateral;  (v) to  transfer  any  Intellectual  Property  or  provide
         licenses respecting any Intellectual Property;  and (vi) generally,  at
         the option of the Secured Party, and at the expense of the Debtors,  at
         any time,  or from time to time,  to execute  and  deliver  any and all
         documents  and  instruments  and to do all acts and  things  which  the
         Secured Party deems necessary to protect, preserve and realize upon the
         Collateral  and the  Security  Interests  granted  therein  in order to
         effect  the  intent  of this  Agreement  and the Note all as fully  and
         effectually  as the Debtors  might or could do; and each Debtor  hereby
         ratifies all that said attorney  shall  lawfully do or cause to be done
         by virtue  hereof.  This power of attorney is coupled  with an interest
         and shall be irrevocable  for the term of this Agreement and thereafter
         as long as any of the Obligations shall be outstanding. The designation
         set  forth  herein  shall  be  deemed  to  amend  and   supersede   any
         inconsistent  provision  in  the  Organizational   Documents  or  other
         documents or  agreements to which any Debtor is subject or to which any
         Debtor is a party.  Without  limiting the  generality of the foregoing,
         after the occurrence and during the continuance of an Event of Default,
         each Secured Party is  specifically  authorized to execute and file any
         applications  for or  instruments  of transfer  and  assignment  of any
         patents, trademarks, copyrights or other Intellectual Property with the
         United  States  Patent  and  Trademark  Office  and the  United  States
         Copyright Office.

                   (b) On a continuing  basis,  each Debtor will make,  execute,
         acknowledge,  deliver,  file and  record,  as the case may be, with the
         proper filing and recording  agencies in any  jurisdiction,  including,
         without limitation,  the jurisdictions indicated on SCHEDULE C attached
         hereto,  all  such  instruments,  and  take  all  such  action  as  may
         reasonably be deemed necessary or advisable, or as reasonably requested
         by the  Secured  Party,  to  perfect  the  Security  Interests  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  perfected  security  interest  in all  the
         Collateral under the UCC.

                  (c) Each Debtor hereby irrevocably  appoints the Secured Party
         as such Debtor's attorney-in-fact, with full authority in the place and
         instead  of such  Debtor and in the name of such  Debtor,  from time to
         time in the  Secured  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 such Debtor where permitted by law,
         which  financing  statements may (but need not) describe the Collateral
         as "all assets" or "all personal property" or words of like import, and
         ratifies all such  actions  taken by the Secured  Party.  This power of
         attorney is coupled with an interest and shall be  irrevocable  for the
         term of this Agreement and thereafter as long as any of the Obligations
         shall be outstanding.

         16. NOTICES.  Any demand upon or notice to the Debtors  hereunder shall
be  effective  when  delivered by hand or when  properly  deposited in the mails
postage prepaid, or sent by telex,  answerback received, or electronic facsimile
transmission,  receipt  acknowledged,  or  delivered  to a telegraph  company or
overnight courier, in each case addressed to the Debtor at the address shown


                                       19

<PAGE>

below.  Any  notice  by the  Debtors  to the  Secured  Party  shall  be given as
aforesaid,  addressed  to the Secured  Party at the address  shown below or such
other address as the Secured Party may advise the Debtors in writing.

            Secured Party:
                               Boca Funding, LLC
                               Carnegie Hall Tower
                               152 W. 57th Street
                               54th Floor
                               New York, NY 10019
                               Fax: (212) 582-2222

            Debtors:
                               c/o Environmental Service Professionals, Inc
                               1111 Tahquitz Canyon Way, Suite 110
                               Palm Springs, CA 92262
                               Fax: (760) 327-5630



         17.  OTHER  SECURITY.  To the extent  that the  Obligations  are now or
hereafter  secured by property  other than the  Collateral or by the  guarantee,
endorsement or property of any other person, firm,  corporation or other entity,
then the Secured 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.

         18. MISCELLANEOUS.

                  (a) No course of dealing  between  the Debtors 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,  together with the exhibits and schedules
         hereto, contain the entire understanding of the parties with respect to
         the  subject  matter  hereof and  supersede  all prior  agreements  and
         understandings,  oral or written,  with respect to such matters,  which
         the parties  acknowledge  have been merged into this  Agreement and the
         exhibits and schedules hereto. No provision of this Agreement may be


                                       20

<PAGE>

         waived,   modified,   supplemented  or  amended  except  in  a  written
         instrument signed, in the case of an amendment,  by the Debtors and the
         Secured  Party or, in the case of a waiver,  by the party  against whom
         enforcement of any such waived provision is sought.

                  (d) If any term,  provision,  covenant or  restriction of this
         Agreement is held by a court of competent  jurisdiction  to be invalid,
         illegal, void or unenforceable, the remainder of the terms, provisions,
         covenants and  restrictions set forth herein shall remain in full force
         and effect and shall in no way be  affected,  impaired or  invalidated,
         and the parties hereto shall use their commercially  reasonable efforts
         to find  and  employ  an  alternative  means  to  achieve  the  same or
         substantially  the  same  result  as that  contemplated  by such  term,
         provision,  covenant  or  restriction.  It  is  hereby  stipulated  and
         declared  to be the  intention  of the  parties  that they  would  have
         executed the remaining  terms,  provisions,  covenants and restrictions
         without  including any of such that may be hereafter  declared invalid,
         illegal, void or unenforceable.

                  (e) No waiver of any default  with  respect to any  provision,
         condition  or  requirement  of this  Agreement  shall be deemed to be a
         continuing  waiver in the future or a waiver of any subsequent  default
         or a waiver of any other  provision,  condition or requirement  hereof,
         nor shall  any delay or  omission  of any party to  exercise  any right
         hereunder in any manner impair the exercise of any such right.

                  (f) This  Agreement  shall be  binding  upon and  inure to the
         benefit of the parties and their successors and permitted assigns.  The
         Company and the  Guarantors may not assign this Agreement or any rights
         or  obligations  hereunder  without the prior  written  consent of each
         Secured Party (other than by merger).  The Secured Party may assign any
         or all of its rights  under this  Agreement  to any Person to whom such
         Secured  Party  assigns or  transfers  any  Securities,  provided  such
         transferee  agrees  in  writing  to  be  bound,  with  respect  to  the
         transferred Securities,  by the provisions of this Agreement that apply
         to the "Secured Party."

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

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


                                       21

<PAGE>

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

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

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

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

                  (l) Nothing in this  Agreement  shall be  construed to subject
         the Secured Party to liability as a partner in any Debtor or any if its
         direct or indirect subsidiaries that is a partnership or as a member in
         any  Debtor or any of its  direct or  indirect  subsidiaries  that is a
         limited  liability  company,  nor shall the Secured  Party be deemed to
         have assumed any obligations under any partnership agreement or limited
         liability company agreement, as applicable, of any such Debtor or any


                                       22

<PAGE>

         if its direct or indirect  subsidiaries or otherwise,  unless and until
         the Secured Party exercises its right to be substituted for such Debtor
         as a partner or member, as applicable, pursuant hereto.

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

                            [SIGNATURE PAGES FOLLOW]

























                                       23

<PAGE>


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


ENVIRONMENTAL SERVICE PROFESSIONALS, INC.

By: /s/ Edward L. Torres
------------------------------------------
     Name: Edward L. Torres
     Title: CEO



NATIONAL PROFESSIONAL SERVICES INC.

By: /s/ Edward L. Torres
------------------------------------------
     Name: Edward L. Torres
     Title: CEO


PACIFIC ENVIRONMENTAL SAMPLING, INC.

By: /s/ Edward L. Torres
------------------------------------------
     Name: Edward L. Torres
     Title: CEO


ALLSTATE HOME INSPECTION & ENVIRONMENTAL TESTING, LTD.

By: /s/ Edward L. Torres
------------------------------------------
     Name: Edward L. Torres
     Title: CEO


BOCA FUNDING, LLC


By: /s/ Gil Kaulter
    ---------------
     Name:
     Title:












                                       24

<PAGE>




                                   SCHEDULE A


Principal Place of Business of Debtors:

1111 East Tahquitz Canyon Way
Suite 110
Palm Springs, CA 92262

Locations Where Collateral is Located or Stored:

1111 East Tahquitz Canyon Way
Suite 110
Palm Springs, CA 92262

91 Summer Road
Barre, Vermont 05641



<PAGE>



                                   SCHEDULE B

None.



<PAGE>



                                   SCHEDULE C

Nevada
California
Delaware






<PAGE>


                                   SCHEDULE D
              Legal Names and Organizational Identification Numbers
<TABLE>
<CAPTION>
<S>    <C>                                     <C>                         <C>
------ --------------------------------------- --------------------------- ----------------------- ---
       NAME                                    STAE OF ORGANIZATION        TAX ID #
------ --------------------------------------- --------------------------- ----------------------- ---
------ --------------------------------------- --------------------------- ----------------------- ---
       Environmental Service Professionals,    Nevada                      84-1214736
       Inc.
------ --------------------------------------- --------------------------- ----------------------- ---
       National Professional Services Inc.     Delaware                    20-3498643
------ --------------------------------------- --------------------------- ----------------------- ---
       Pacific Environmental Sampling, Inc.    California                  03-0442621
------ --------------------------------------- --------------------------- ----------------------- ---
       Allstate Home Inspection &              Delaware                    92-0000340
       Environmental Testing, Ltd.
------ --------------------------------------- --------------------------- ----------------------- ---
</TABLE>






<PAGE>


                                   SCHEDULE E
                         Names; Mergers and Acquisitions

                        Glass-Aire Industries Group Ltd.



<PAGE>


                                   SCHEDULE F
                              Intellectual Property

All  Intellectual  Property as disclosed in the Company's  Annual Report on Form
10-KSB for the fiscal year ended December 31, 2006.




<PAGE>


                                   SCHEDULE G
                                 Account Debtors

None.







<PAGE>


                                   SCHEDULE H
                               Pledged Securities

<TABLE>
<CAPTION>
<S>                                     <C>                      <C>                   <C>             <C>
--------------------------------------- ------------------------ --------------------- --------------- ---------------
NAME OF ISSUER/GUARANTOR                  TYPE OF SECURITIES        NO. OF SHARES      PERCENTAGE OF       STOCK
                                                                        OWNED           ISSUER OWNED    CERTIFICATE
                                                                                                            NO.
--------------------------------------- ------------------------ --------------------- --------------- ---------------
--------------------------------------- ------------------------ --------------------- --------------- ---------------
National Professional Services Inc.     Common                   1,000                 100%            7

--------------------------------------- ------------------------ --------------------- --------------- ---------------
Pacific Environmental Sampling, Inc.    Common                   1,000                 100%            21
--------------------------------------- ------------------------ --------------------- --------------- ---------------
Allstate Home Inspection &              Common                   1,000                 100%            2
Environmental Testing, Ltd.
--------------------------------------- ------------------------ --------------------- --------------- ---------------
</TABLE>






<PAGE>




                                     ANNEX A
                                       TO
                                    SECURITY
                                    AGREEMENT

                        FORM OF ADDITIONAL DEBTOR JOINDER

         Security  Agreement  dated as of June ___,  2007 made by  ENVIRONMENTAL
SERVICE  PROFESSIONALS,  INC. and its  subsidiaries  party  thereto from time to
time,  as Debtors to and in favor of the Secured Party  identified  therein (the
"SECURITY AGREEMENT")

         Reference  is  made  to  the  Security   Agreement  as  defined  above;
capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings given to such terms in, or by reference in, the Security Agreement.

         The  undersigned  hereby agrees that upon  delivery of this  Additional
Debtor Joinder to the Secured Party referred to above, the undersigned shall (a)
be an Additional  Debtor under the Security  Agreement,  (b) have all the rights
and obligations of the Debtors under the Security  Agreement as fully and to the
same extent as if the undersigned was an original  signatory  thereto and (c) be
deemed to have made the  representations  and warranties set forth therein as of
the date of execution and delivery of this Additional  Debtor  Joinder.  WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO
THE SECURED PARTY A SECURITY  INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH
IN THE  SECURITY  AGREEMENT  AND  ACKNOWLEDGES  AND AGREES TO THE WAIVER OF JURY
TRIAL PROVISIONS SET FORTH THEREIN.

         Attached hereto are supplemental  and/or  replacement  Schedules to the
Security Agreement, as applicable.

         An executed  copy of this  Joinder  shall be  delivered  to the Secured
Party,  and the Secured  Party may rely on the  matters  set forth  herein on or
after the date hereof. This Joinder shall not be modified, amended or terminated
without the prior written consent of the Secured Party.




<PAGE>


         IN WITNESS  WHEREOF,  the  undersigned  has caused  this  Joinder to be
executed in the name and on behalf of the undersigned.

                           [Name of Additional Debtor]

                           By:
                           Name:
                           Title:

                           Address:





Dated:






