THIS SECURITY AGREEMENT (the "SECURITY AGREEMENT"), executed this 13th day of July, 2004, is
made by and among Vista Labs Incorporated, a California corporation ("GUARANTOR"), Noel McDermott,
an individual ("COLLATERAL AGENT"), and the persons and entities listed on the Schedule of Lenders
attached hereto as EXHIBIT A (each, a "LENDER" and collectively, the "LENDERS").
A. MicroTel International Inc., a Delaware corporation (the "BORROWER"), and the Lenders are parties to the
Stock Purchase Agreement of even date herewith (the "STOCK PURCHASE AGREEMENT") relating to the
purchase by Borrower of all of the issued and outstanding shares of common stock of Larus Corporation, a
California corporation ("LARUS").
B. Pursuant to the terms of the Stock Purchase Agreement, Borrower issued certain long term promissory notes
(which are defined in the Stock Purchase Agreement as well as herein as the "LONG TERM NOTES") to each
of the Lenders to satisfy a portion of the aggregate consideration to be paid by Borrower for the purchase of the
shares of Larus from Lenders.
C. Guarantor is delivering a Continuing Guarantee of even date herewith (the "GUARANTEE") in favor of
Lenders pursuant to which the obligations of Borrower to Lenders under the Long Term Notes are guaranteed
D. In order to induce Lenders to extend the credit evidenced by the Long Term Notes, Guarantor has agreed to
enter into this Security Agreement to grant Collateral Agent, for the benefit of itself and the Lenders, the security
interest in the Collateral described below.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND INTERPRETATION. Unless otherwise defined herein, all other capitalized terms used
herein and defined in the Long Term Notes shall have the respective meanings given to those terms in the Long