THIS SECURITY AGREEMENT (hereinafter referred to as the "Agreement") is made as of the 14th day of
August, 1996, by GARRETT U. COHN ("Debtor"), and DIGITAL DESCRIPTOR SYSTEMS, INC., a
Delaware corporation ("Secured Party").
1. The Secured Party has agreed to make a loan ("Loan") to Debtor of up to ONE HUNDRED TWENTY-
FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00).
2. The Loan is evidenced by a Secured Promissory Note ("Note") of even date herewith made by the Debtor, to
Secured Party in the maximum amount of the Loan.
3. Pursuant to agreement, Debtor has agreed to grant to Secured Party a security interest in that certain
promissory note described as the "Collateral" in Exhibit A attached hereto.
4. The Collateral will be held by the Secured Party.
NOW, THEREFORE, with reference to the above recitals, and in reliance thereon, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Creation of Security Interest.
Debtor hereby grants to Secured Party a security interest in, and does hereby collaterally assign, pledge, convey
and set over unto the Secured Party, the Collateral and all of Debtor's present and hereafter acquired right, title
and interest in and to the Collateral, for the purpose of securing payment of all indebtedness, obligations and
liabilities of Debtor to Secured Party arising under or in connection with the Note, and performance of all
agreements, covenants, terms and conditions contained in the foregoing document.
2. Warranties, Representations and Covenants of Debtor.
Debtor hereby warrants, represents and covenants to the Secured Party as follows:
(a) Debtor is and will be the sole owner of the Collateral, free from any lien, security interest, encumbrance or
adverse claim of any kind. Debtor will not permit any financing statement to be filed with respect to the Collateral
or any portion thereof except in favor of Secured