B.         The Borrowers have the power and authority to own its property and to carry on their businesses as is now being conducted and

                        C.         The Borrower is authorized to do business in each jurisdiction in which their business requires such qualification or authorization under the name of  xxxxxxxxxxxxxxxxxxxxx

            5.         Principal (Main) Place of Business.  Our principal place of business is located at xxxxxxxxxxxxxxxxxx.  We will not modify the chief executive office or the location of the collateral unless we receive prior written consent from the Lender.  We  will not change the Borrowers name, not the name of our business, its type or jurisdiction, organization or its organizational number unless we receive prior written consent from the Lender.

            6.         Location.  None of the collateral has been moved in the last four months.  We will keep the collateral at the address stated above or at the following location: 

                        xxxxxxxxxxxxxxxxxxxxxx

                        Owner of Property is:

                        xxxxxxxxxxxxxxxxxxxxxx

We will not remove the collateral from the above location.

            7.         Use.  The collateral is to be used:

                        (    )  for personal, family or household purposes

                        ( x  )  in business

                        (    )  in farming operations

            8.         Fixtures.  A "fixture" is an item that is so attached to real estate that it is considered, under the law, as part of the real estate.  We guarantee to you that none of the collateral is or will become a fixture, except (describe each fixture, the real estate to which attached and the name of each person having an interest in the real estate): none.

            9.         Good Condition.   We will maintain the collateral in good condition.  I will make all repairs to the collateral that become necessary.  I will promptly notify you in writing if the collateral is damaged or missing.

            10.       Insurance.  We will keep the collateral insured against damage and loss, in amounts and by insurance companies acceptable to you.  We understand that the policy must provide that any insurance proceeds will be paid to you.  We will deliver the policy to you upon your request.

            11.       Taxes.  We will pay all taxes and other charges relating to the collateral or its use.

            12.       Performance by Secured Party.  If we fail to perform any of my promises in this agreement you may do so yourself.  We will pay you upon demand all expenses you incur in performing the promise, plus interest as set forth in the Note.

            13.       Inspection.  You may inspect the collateral at all reasonable times.

            14.       Extensions and Releases.  We  agree that you may extend the time for payment of the debt and release any other security you may have for the debt without affecting your security interest in the collateral.

            15.       Cooperation.  We will do anything you reasonably request in order to make your security interest in the collateral legally effective.

            16.       Default.  You may declare that we are in default if:

                        A.        We fail to pay any of the principal or interest on the debt when due prior to the expiration of any applicable grace period;;

                        B.         We fail to perform any promise contained in this Agreement or in any note or other agreement relating to the debt prior to the expiration of any applicable grace and/or cure periods;

                        C.         Any statement made by us in this Security Agreement or in connection with the debt proves to have been misleading when it was made; or

                        D.        If there is any change of control of the Borrower or a merger or sale of or other transfer of assets of Borrower other than in the ordinary course of business or otherwise approved by you; or

                        E.         You consider yourself insecure (that is, if anything happens that, in your judgment, makes it problematical that the debt will be paid).

            17.       Payments Due Upon Default.  If you declare that we are in default, the entire balance of the debt will become immediately due and payable without any requirement of notice to me.  We will also pay all expenses you incur in enforcing this Agreement, including reasonable attorney fees, expert fees, appraisal fees and other reasonable collection costs of the Lender.

            18.       Assembling Collateral.  If a default occurs, we will assemble the collateral and make it available to you at any place and time that you reasonably request.

            19.       Other Rights and Remedies.  This Agreement will be governed by the law of the State of New Jersey.  In addition to all your rights and remedies under this Agreement, you will

have all the right and remedies of a secured party under New Jersey law.  All these remedies may be exercised on a cumulative basis.

            20.       No Waiver.  Any failure or delay on your part in exercising any right or remedy will not prohibit you from exercising it at a later time or from exercising any other right or remedy.

            21.       Notices.  All notices under this Agreement shall be in writing and shall be delivered personally or by certified mail, return receipt requested, to the address stated above for the party to receive the notice.  If the law requires that you notify me that the collateral is being sold after a default, I agree that five days notice is sufficient.

            22.       Attorney-In-Fact and Authorization.  In addition to, and not by way of limitation of any other power which the Borrowers have vested in the Lender, the Borrowers hereby irrevocably constitutes and appoints the Lender or any representative whom the Lender may designate as the Borrowers Attorney-in-Fact to endorse the name of Borrowers on any notes, acceptances, checks, drafts, money orders or other evidence of payment or security interest that may come into the Lender's possession, and to do other acts and things necessary to carry out this Agreement and to perfect, protect and continue the Lender's security interest.  All acts by the Lender or its designee are hereby ratified and approved, and neither the Lender nor its designee shall be liable for any acts of omission or commission, or for any error of judgment or mistake of fact or law.  The Lender is hereby further irrevocably authorized to pre-file or file on behalf of Borrowers, any financing statement or amendment thereto that Lender deems necessary to perfect its security interest in the collateral and/or other collateral or assets of the Borrower and to file or pre-file same with the appropriate recording authorities.  This power being coupled with an interest, is irrevocable until all obligations of the Borrower to the Lender are paid and/or otherwise satisfied.

            23.       Duration and Effect of Statements and Representations of Borrower.  All the statements and representations made by the Borrowers to the Lender are to be true, accurate and complete for the duration of the term of this Security Agreement.  None of the statements and representations made by the Borrowers to the Lender or in connection with the Security Agreement contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made not misleading.

            24.       Modification.  This Security Agreement secures any and all obligations including any Promissory Note or Notes executed in connection with this loan or in connection with any past or future loan or other transaction together with any extension, modification, renewal, recast, increase or any other change to or involving any such Promissory Note or other obligation.

            25.       Effectiveness.  The effectiveness of this Agreement will continue until we pay the full amount of the debt and all other amounts secured by the collateral under this Agreement.  If any part of this Agreement is legally invalid, the rest of the Agreement will remain in effect.

            26.       Who is Bound.  This Agreement is binding upon both of us and all who succeed to our rights and responsibilities.

            27.       Signatures. We sign and agree to this Agreement.  If this Agreement is made by a corporation, its proper corporate officers sign and its corporate seal is affixed.

WITNESS OR ATTEST:                                                          xxxxxxxxxxxxxxxxxxxxx

                                                                                    By_________________________________

                                                                                                xxxxxxxxxxxxxxxxxxxxx. Partner

                                              ________________________________

                                                                                                xxxxxxxxxxxxxxxxxxxxxxxx

                                                                                                                                                                                                SS#____________________________

_______________________________

                                                                                                xxxxxxxxxxxxxxxxxxxxxxx 
                                                                                                                                
                                                                                                   SS#____________________________

                                                                                                                                                EXHIBIT 1

                                                  DESCRIPTION OF COLLATERAL

All assets previously owned by Secured Party and employed by Secured Party in the conduct of the xxxxxxxxxxxxxxxxxxxxxxxxxxxxx ("the Business"), as the same shall exist on the date hereof:

            All stock in trade;

            All furniture, fixtures, equipment and signs located on or about the Business premises;

            All of the Borrower's interest in and claims and rights under the lease of the Business premises (the "Lease").