SECURITY AGREEMENT dated as of May 17, 2001 by among
[_____________________________] a _______________________ corporation, having its principal place
of business at ___________________________________ (the "Grantor") and EUROPEAN AMERICAN
BANK, a New York banking corporation, having an office at EAB Plaza, Uniondale, New York 11555 (the
A. Inmark Services, Inc., Optimum Group Inc., U.S. Concepts Inc. and CoActive Marketing Group, Inc.
(collectively, the "Companies") and the Secured Party, have entered into a Credit Agreement dated as of the date
hereof (as the same may be hereafter amended, restated, modified, restated or supplemented from time to time,
the "Credit Agreement") pursuant to which the Companies will receive loans and other financial accommodations
from the Secured Party and will incur Obligations.
B. To induce the Secured Party to extend credit to the Companies on and after the date hereof as provided in the
Credit Agreement, the Grantor wishes to grant the Secured Party security and assurance in order to secure the
payment and performance of all Obligations and to that effect to grant the Secured Party a first priority perfected
security interest in its assets and in connection therewith to execute and deliver this Security Agreement.
Accordingly, the parties hereto hereby agree as follows:
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement.
"Agreement": shall mean this Agreement and shall include all amendments, modifications and supplements hereto
and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative.
"Equipment": shall mean all machinery, equipment, office machinery, furniture, fixtures, conveyors, tools,
materials, storage and handling equipment, computer equipment and hardware, including central processing units,
terminals, drives, memory units, printer