SECURITY AGREEMENT
                               ------------------


     This SECURITY AGREEMENT (this "AGREEMENT") is made as of September 1, 2005,
by and between UC Hub Group, Inc., a _________ corporation, All Com USA, Inc., a
_______ corporation, Larry Wilcox (collectively and individually, the "COMPANY")
and  Mobilepro  Corp.,  a  Delaware  corporation  (the  "SECURED  PARTY").

                                    RECITALS
                                    --------

     WHEREAS,  the Company will issue a note in the original principal amount of
$150,000  (the  "Note")  to  the  Secured  Party;  and

     WHEREAS,  the  parties  have  agreed  that  the Note will be secured by the
Company's  grant  to  the Secured Party of a security interest in and to certain
collateral,  pursuant  to  the  terms  and  conditions  of  this  Agreement.

     NOW, THEREFORE, the parties hereby agree as follows:

1.     SECURITY
       --------

     1.1     GRANT OF SECURITY INTEREST.  As security for payment of any and all
             --------------------------
obligations  under the Note owed by the Company to the Secured Party when and as
due  (collectively,  the "SECURED OBLIGATIONS") the Company hereby grants to the
Secured  Party  a  security  interest  in  the  Collateral  (as  defined below).

     1.2     COLLATERAL  DEFINED.  As  used  in  this  Agreement  the  term
             -------------------
"Collateral"  means (i) _______ shares of Company common stock held by Mr. Larry
Wilcox  represented  by  Certificate  No.  ______  (which  shall be delivered to
Secured  Party  upon execution of this Agreement), and (ii) all of the assets of
the  entities  as described and identified on Exhibit A attached hereto wherever
located  including  without  limitation,  and  all  proceeds  thereof.

     1.3     FINANCING  STATEMENTS.  So  long as any Secured Obligations payable
             ---------------------
to  the  Secured  Party have not been fully satisfied, the Company will promptly
execute  and  deliver  to the Secured Party such assignments, notices, financing
statements  or other documents and papers in order to evidence the perfection of
the  Secured  Parry's  rights  in  the  Collateral  and  any proceeds thereof or
revenues  therefrom  as  the  Secured  Party  may reasonably require in order to
perfect  and  maintain  the  security  interest in the Collateral granted to the
Secured  Party  hereby and to give any third party notice of the Secured Party's
interest  in  the  Collateral.  Upon  the  full and final payment of the Secured
Obligations, the Secured Party will execute and deliver such documents as may be
reasonably necessary and requested by the Company to release the Collateral from
the  security  interest  granted  to  the  Secured  Party  in  this  Agreement.

2.     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
       ---------------------------------------------
warrants  to  the  Secured  Party  as  follows.

     2.1      AUTHORITY.  The  Company  has  all  right,  power  and  authority
              ---------
necessary  to  make,  enter  into and perform their respective obligations under
this  Agreement  and  to  grant  the  Secured Party the security interest in the
Collateral  granted  in  Section  I  above,  without the need for the consent or
approval  of  any  other  person  or entity. The Company has taken all necessary
action  to  make  this  Agreement  the  legal,  valid,  binding  and enforceable
obligation of the Company that it purports to be. The board of directors for the
Company  has  taken  all  necessary  action  and



given  all  approvals  and  consents necessary for the Company to enter into the
Note  and  this  Agreement,  and  to  perform  all  obligations  thereunder  and
hereunder.

     2.2     NO  LEGAL  OBSTACLE  TO AGREEMENT.  To the knowledge of the Company
             ---------------------------------
and  except  as  otherwise  indicated  in  the  Operating Agreement, neither the
execution and delivery of this Agreement nor the consummation of any transaction
contemplated  hereby,  nor  the fulfillment of the terms of this Agreement or of
any  other  agreement  or  instrument  referred  to  herein,  has constituted or
resulted  in, or will constitute or result in, a breach of the provisions of any
instrument,  contract  or  agreement to which the Company is a party or by which
the  Company  and/or  the  Collateral  are  bound,  or the violation of any law,
judgment,  decree  or  governmental  or administrative order, rule or regulation
applicable  to the Company, or has resulted in or will result in the creation of
any  lien  or  claim  upon any of the Collateral, No consent of any other person
(including  without  limitation  any  shareholder or creditor of the Company) is
required  in  connection  with the execution, delivery, performance, validity or
enforceability  of  this  Agreement.

     2.3     TITLE;  NO  LIENS  OR  CLAIMS  IN  COLLATERAL.  Except ____________
             ---------------------------------------------
(i)  no  other  person  or  entity has any right, title or interest in or to the
Collateral  except for statutory liens for the payment of current taxes that are
not  yet  delinquent  and  (ii)  all  of the Collateral is free and clear of all
liens,  security  interests.,  mortgages,  claims,  rights,  encumbrances  and
restrictions of any kind except for statutory tax Hens and the security interest
granted  to  the  Secured  Party  under  this  Agreement.

     2.4     NO BANKRUPTCY.   The Company are not subject to any bankruptcy case
             -------------
or  insolvency  proceedings  before any court in any jurisdiction. In the ninety
(90)  days preceding the effective date hereof, the Company has not received any
threat  from  any  third  party to subject them to any involuntary bankruptcy or
insolvency  proceeding.

3.     COVENANTS  OF  THE  COMPANY.  The  Company will comply with the covenants
       ---------------------------
contained  in this Section at all times while this Agreement is effective unless
the  Secured  Party  shall  otherwise  consent  in  writing,

     3.1     OWNERSHIP AND LIENS.  The Company will maintain good and marketable
             -------------------
title  to  all  Collateral  free  and  clear  of  all liens, security interests,
encumbrances  or adverse claims, except those in favor of the Secured Party. The
Company will not permit any dispute, right of setoff, counterclaim or defense to
exist  with respect to all or any part of the Collateral. The Company will cause
any  financing  statement  or  other  security  instrument  with  respect to the
Collateral  to be terminated, except those hens or filings filed in favor of the
Secured  Party.  The  Company  will  defend at their expense the Secured Party's
right,  title  and security interest in and to the Collateral against the claims
of  any  third  party.

     3.2     CONDITION  OF  GOODS.  The Company will maintain, preserve, protect
             --------------------
and  keep  all  Collateral which constitutes goods in good condition, repair and
working order and will cause such Collateral to be used and operated in good and
workmanlike  manner,  in  accordance  with applicable laws and in a manner which
will  not make void or cancelable any insurance with respect to such Collateral.
The Company will promptly make or cause to be made all repairs, replacements and
other  improvements  to  or  in connection with the Collateral which the Secured
Party  may  request  from  time  to  time.



4.     DEFAULTS AND REMEDIES.
       ---------------------

     4.1     EVENTS  OF DEFAULT.  Each of the following constitutes an "Event of
             ------------------
Default"  if  under  this  Agreement:

          (a)     Failure to Pay Indebtedness.  The Company shall fail to pay as
                  ---------------------------
and  when  due any Secured Obligations under the Note within five (5) days after
written  notice  of  such  default  from  the  Secured  Party.

          (b)     Non-Performance  of  Covenants.  The  Company shall breach any
                  ------------------------------
covenant  or  agreement  made herein or in the Note and fail to cure such breach
within five (5) days after written notice of such breach from the Secured Party.

          (c)     Bankruptcy.  The  filing of a voluntary or involuntary case by
                  ----------
or  against the Company under the United States Bankruptcy Code or other present
or  future  federal  or  state  insolvency,  bankruptcy  or similar laws, or the
appointment  of  a receiver, trustee, conservator or custodian for a substantial
portion  of  the  Company's  assets.

          (d)     Insolvency.  The  Company  shall  become  insolvent,  make  a
                  ----------
transfer  in  fraud  of  creditors  or  make  an  assignment  for the benefit of
creditors.

          (e)     Involuntary  Lien.  The  filing  or  commencement  of  any
                  -----------------
involuntary lien, garnishment, attachment or the like shall be issued against or
with  respect  to  the  Collateral,

     4.2     REMEDIES  AND  RELATED  RIGHTS.  If  an Event of Default shall have
             ------------------------------
occurred,  and  without  limiting any other rights and remedies provided herein,
under  any  of  the  other  documents,  agreements or otherwise available to the
Secured  Party,  the  Secured  Party  may exercise one or more of the rights and
remedies  provided  in  this  Section.

     (a)     Remedies.  The  Secured  Party  may  from  time  to  time  at their
             --------
discretion,  without  limitation and without notice except as expressly provided
in  any  of  the  Financing  Documents or otherwise as provided by California or
Federal  law  or  the law of the state where assets are located. All of Holder's
rights  hereunder  are  cumulative,  not  exclusive:

          (i)       exercise  in  respect  of  the  Collateral all me rights and
                    remedies  of  a  secured party under the UCC (whether or not
                    the  UCC  applies  to  the  affected  Collateral);

          (ii)      require the Company, and each of them hereby agree that they
                    will  at then-expense and upon request of the Secured Party,
                    assemble the Collateral as directed by the Secured Party and
                    make  it  available  to  the  Secured Party at a place to be
                    designated  by  the  Secured  Party  which  is  reasonably
                    convenient  to  both  parties;

          (iii)     reduce  its  claim  to  judgment  or  foreclose or otherwise
                    enforce,  in whole or in part, the security interest granted
                    hereunder  by  any  available  judicial  procedure;

          (iv)      sell or otherwise dispose of, at its office, on the premises
                    of the Company or elsewhere, the Collateral, as a unit or in
                    parcels, by public or private proceedings, and by way of one
                    or  more  contracts  (it  being  agreed  that  the



                    sale  or  other  disposition  of  any part of the Collateral
                    shall  not  exhaust  the  Secured Party's power of sale, but
                    sales  or  other  dispositions may be made from time to time
                    until  all of the Collateral has been sold or disposed of or
                    until  the  Secured Obligations have been paid and performed
                    in  Ml),  and at any such sale or other disposition it shall
                    not  be  necessary  to  exhibit  any  of  the  Collateral;

          (v)       buy  the  Collateral,  or any portion thereof, at any public
                    sale;

          (vi)      buy  the  Collateral, or any portion thereof, at any private
                    sale  if  the  Collateral is of a type customarily sold in a
                    recognized  market  or  is of a type which is the subject of
                    widely  distributed  standard  price  quotations;

          (vii)     apply  for the appointment of a receiver for the Collateral,
                    and the Company hereby consents to any such appointment, and

          (viii)    at  its  option,  retain  the  Collateral in satisfaction of
                    the  Secured Obligations whenever the circumstances are such
                    mat  the Secured Party is entitled to do so under the UCC or
                    otherwise.

     (b)     Notices  of Disposition.  The Company agrees that in the event they
             -----------------------
are  entitled  to  receive  any notice under the UCC, reasonable notice shall be
deemed  given when such notice is deposited in a depository receptacle under the
care  and  custody  of the United States Postal Service, postage prepaid, at the
addresses  for the Company set forth on the signature page hereof, five (5) days
prior  to  the date of any public sale, or after which a private sale, of any of
such  Collateral is to be held. The Secured Party shall not be obligated to make
any  sale  of  Collateral  regardless  of  notice of sale having been given. The
Secured  Party  may  adjourn  any  public  or  private sale from time to time by
announcement  at  the  time and place fixed therefor, and such sale may, without
further  notice,  be  made  at  the time and place to which it was so adjourned.

     (c)     Application  of  Proceeds.  If  any  Event  of  Default  shall have
             -------------------------
occurred,  the  Secured  Party may at their discretion and without notice to the
Company (any requirement of notice being expressly waived) apply or use any cash
held  by  the Secured Party as Collateral, and any cash proceeds received by the
Secured  Parry  in respect of any sale or other disposition of, collection from,
or  other realization upon, all or any part of the Collateral as follows in such
order  and  manner  as  the  Secured  Party  may  elect:

          (i)       to  the  repayment  or reimbursement of the reasonable costs
                    and  expenses  (including,  without  limitation,  reasonable
                    attorneys'  fees and expenses) incurred by the Secured Party
                    in  connection  with  (A)  the custody, preservation, use or
                    operation  of,  or  the  sale  of, collection from, or other
                    realization  upon,  the  Collateral, and (B) the exercise or
                    enforcement of any of the rights and remedies of the Secured
                    Party  hereunder,

          (ii)      to  the payment or other satisfaction of any liens and other
                    encumbrances  upon  the  Collateral;

          (iii)     to  the  satisfaction  of  the  Secured Obligations (without
                    constituting a retention of collateral in satisfaction of an
                    obligation  within the meaning of Section 9.505 of the UCC);



          (iv)      by  holding  such  cash  and  proceeds  as  Collateral;

          (v)       to  the  payment of any other amounts required by applicable
                    law  (including  without  limitation, Section 9.504(a)(3) of
                    the  UCC  or  any other applicable statutory provision); and

          (vi)      by  delivery  to  the  Company,  or any other party lawfully
                    entitled  to  receive  such  cash  or  proceeds  whether  by
                    direction of a court of competent jurisdiction or otherwise.

     (d)     Deficiency.  In  the  event  that  the  proceeds  of  any  sale of,
             ----------
collection from, or other realization upon, all or any part of the Collateral by
the Secured Party are insufficient to pay all amounts to which the Secured Party
is  legally  entitled, the Company, and any party who guaranteed or is otherwise
obligated  to  pay all or any portion of the Secured Obligations shall be liable
for  the  deficiency. Notwithstanding anything to the contrary herein, Holder is
entitled  to  pursue  all  other  remedies  in connection with these obligations
secured  hereunder  at  any  time  (whether  or not Holder is or is not pursuing
remedies  hereunder  at  the  same time). It shall be no defense to Company that
Holder  has  not  exhausted  its  remedies  under  this  agreement

     (e)     Non-Judicial  Remedies.  In  granting to me Secured Party the power
             ----------------------
to  enforce  their  rights  hereunder without prior judicial process or judicial
hearing,  the Company expressly waives, renounces and knowingly relinquishes any
legal  right  which  might  otherwise require the Secured Party to enforce their
rights  by  judicial  process.  The  Company  recognizes  and concedes that non-
judicial  remedies  are  consistent  with  the usage of trade, are responsive to
commercial  necessity  and  are the result of a bargain at arm's length. Nothing
herein  is intended to prevent the parties from resorting to judicial process at
the  party's  option.

     (f)     Other  Recourse.  The  Company  waives  any  right  to  require the
             ---------------
Secured  Party  to  proceed  against  any third party, exhaust any Collateral or
other  security for the Indebtedness, or to have any third party joined with the
Company  in any suit arising out of the Secured Obligations, or pursue any other
remedy  available  to  the Secured Party. The Company further waives any and all
notice  of  acceptance  of  this  Agreement  and  of the creation, modification,
rearrangement,  renewal  or  extension  of  the Secured Obligations. The Company
further  waives any defense arising by reason of any disability or other defense
of  any  third  party or by reason of the cessation from any cause whatsoever of
the  liability  of  any  third  party.

5.     TERMINATION.  When  all  Secured  Obligations  have been paid in full, or
       -----------
terminated  in  accordance  with  their  terms,  this Agreement and the security
interest  granted to the Secured Party under this Agreement will terminate. Upon
termination  hereof,  the  Secured Party will execute Mid deliver to the Company
such  UCC financing statement releases and other documents as shall be necessary
to  evidence  the  termination  of  the Secured Party's security interest in the
Collateral

6.     GENERAL PROVISIONS.
       ------------------

     6.1     SURVIVAL.  The  representations,  warranties  and  covenants of the
             --------
parties  contained  in  or  made  pursuant  to  this Agreement shall survive the
execution  and delivery of this Agreement and shall in no way be affected by any
investigation  of  the subject matter thereof made by or on behalf of any of the
parties.



     6.2     NO  THIRD  PARTY  BENEFICIARIES;  CONSTRUCTION.  Nothing  in  this
             ----------------------------------------------
Agreement,  express  or  implied, is intended to confer upon any third party any
rights,  remedies,  obligations,  or  liabilities  under  or  by reason, of this
Agreement,  except  as  expressly provided in this Agreement. This Agreement and
its  exhibits  are  the  result of negotiations between the parties and has been
reviewed  by each party hereto; accordingly, this Agreement will be deemed to be
the  product  of the parties hereto, and no ambiguity will be construed in favor
of  or  against  any  party.

     6.3     RIGHTS  AND  REMEDIES  CUMULATIVE.  The  rights and remedies of the
             ---------------------------------
Secured  Party herein provided will be cumulative and not exclusive of any other
rights  or  remedies  provided  by  law,  in  equity,  by contract or otherwise.

     6.4     ATTORNEYS'  FEES.  If  any  party hereto commences or maintains any
             ----------------
action at law or in equity (including counterclaims or cross-complaints) against
the  other party hereto by reason of the breach or claimed breach of any term or
provision  of  this  Agreement, then the prevailing party in said action will be
entitled  to  recover  its  reasonable  attorney's fees and court costs incurred
therein.

     6.5     NOTICES. Any and all notices required or permitted to be given to a
             -------
party  pursuant  to the provisions of this Agreement will be in writing and will
be  effective  and  deemed  to  provide  such party sufficient notice under this
Agreement  on  the  earliest  of  the  following:  (a)  at  the time of personal
delivery,  if  delivery  is  in  person;  (b)  at  the  time  of transmission by
facsimile, addressed to the other party at its facsimile number specified herein
(or  hereafter  modified  by  subsequent  notice  to  the  parties hereto), with
confirmation  of  receipt  made by both telephone and printed confirmation sheet
verifying  successful  transmission  of  the facsimile; (c) one (1) business day
after deposit with an express overnight courier for United States deliveries, or
two  (2)  business  days after such deposit for deliveries outside of the United
States,  with  proof  of  delivery  from the courier requested; or (d) three (3)
business  days after deposit in the United States mail by certified mail (return
receipt  requested)  for  United  States  deliveries.  All  notices for delivery
outside  the  United States will be sent by facsimile or by express courier. All
notices  not  delivered  personally  or  by  facsimile will be sent with postage
and/or  other charges prepaid and properly addressed to the party to be notified
at  the address or facsimile number set forth on the signature page below, or at
such  other address or facsimile number as such other party may designate by one
of  the indicated means of notice herein to the other parties hereto. Notices to
the  Company  will  be  marked  "Attention:  President".

     6.6     FURTHER  ASSURANCES.  Company  agrees  to  execute  such  further
             -------------------
documents and instruments and to take such further actins as Holder, in Holder's
sole  discretion,  deems  necessary from time to time during the term hereof, to
carry  out  the  purposes  and  intent  of  this  agreement.

     6.7     GOVERNING  LAW;  JURISDICTION.  This  Agreement will be governed by
             -----------------------------
and  construed  in  accordance  with  the laws of the State of Maryland, without
giving  effect  to that body of laws pertaining to conflict of laws the Company.
Company  has  agreed and does hereby agree that the laws of Maryland shall apply
to  any  dispute  hereunder and that any dispute arising in connection with this
Agreement,  the  Note,  shall be resolved exclusively in either the state courts
located  in  Howard County, Maryland or the Southern District Court of Maryland.

     6.8     TITLES  AND  HEADINGS.  The  titles,  captions and headings of this
             ---------------------
Agreement  are  included  for  ease of reference only and will be disregarded in
interpreting  or  construing  this



Agreement.  Unless  otherwise  specifically  stated,  all  references  herein to
"sections" and "exhibits" will mean "sections" and "exhibits" to this Agreement.

     6.9     ENTIRE  AGREEMENT.  This  Agreement  and  the documents referred to
             -----------------
herein  constitute  the  entire  agreement and understanding of the parties with
respect  to  the  subject  matter  of  this  Agreement,  and supersede all prior
understandings  and  agreements,  whether  oral or written, between or among the
parties  hereto  with  respect  to  the  specific  subject  matter  hereof.

     6.10     SEVERABILITY.  If any provision of this Agreement is determined by
              ------------
any  court  or  arbitrator  of  competent jurisdiction to be invalid, illegal or
unenforceable  in  any  respect,  such provision will be enforced to the maximum
extent  possible  given  the  intent  of  the  parties hereto. If such clause or
provision  cannot  be  so  enforced,  such provision shall be stricken from this
Agreement  and  the  remainder  of  this  Agreement shall be enforced as if such
invalid,  illegal  or  unenforceable  clause  or provision had (to me extent not
enforceable)  never  been  contained  in  this  Agreement.  Notwithstanding  the
forgoing,  if  the value of this Agreement based upon the substantial benefit of
the bargain for any party is materially impaired, which determination as made by
the  presiding  court  or arbitrator of competent jurisdiction shall be binding,
then  both  parties  agree  to  substitute  such  provisions) through good faith
negotiations.

     6.11     AMENDMENT  AND  WAIVERS.  This  Agreement may be amended only by a
              -----------------------
written  agreement  executed  by  each of the parties hereto. No amendment of or
waiver  of,  or  modification  of  any  obligation  under this Agreement will be
enforceable  unless  set  forth  in  a writing signed by the party against which
enforcement  is  sought.  Any amendment effected in accordance with this section
will  be binding upon all parties hereto and each of then- respective successors
and assigns. No delay or failure to require performance of any provision of this
Agreement  shall  constitute  a waiver of that provision as to that or any other
instance.  No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision
herein,  nor  shall  it  constitute the waiver of any performance other than the
actual  performance  specifically  waived.

     6.12     SUCCESSORS  AND ASSIGNS; ASSIGNMENT.  Except as otherwise provided
              ------------------------------------
in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder,  will  be  binding  upon and inure to the benefit of their respective
successors, assigns, heirs, executors, administrators and legal representatives.
None  of the parties may assign their rights or obligations under this Agreement
without  the prior written consent of all other parties; provided, however, such
consent  shall  not  be  unreasonably  withheld.

     6.13     COUNTERPARTS.  This  Agreement  may  be  executed in any number of
              ------------
counterparts,  each  of  which  when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same agreement.

     6.14     FACSIMILE  SIGNATURES.  This  Agreement  may  be  executed  and
              ---------------------
delivered  by  facsimile  and upon such delivery the facsimile signature will be
deemed to have the same effect as if me original signature had been delivered to
the  other  party.



     IN  WITNESS  WHEREOF, the parties have caused this Security Agreement to be
executed  and  delivered  as  of  the  Effective  Date,

UC HUB GROUP. INC.:
- -------------------

By:     /s/ Larry Wilcox
        -----------------------------
Name:   Larry Wilcox
        -----------------------------
Title:  Chief Executive Officer
        -----------------------------
Address:
        -----------------------------
Fax No.:
        -----------------------------

/s/ Larry Wilcox
- -------------------------------------
Larry Wilcox

ALL COM USA. INC.:
- ------------------

By:     /s/ Larry Wilcox
        -----------------------------
Name:   Larry Wilcox
        -----------------------------
Title:  Chief Executive Officer
        -----------------------------
Address:
        -----------------------------
Fax No.:
        -----------------------------

SECURED PARTY:
- --------------

By:
        -----------------------------
Name:
        -----------------------------
Title:
        -----------------------------
Address
        -----------------------------
Fax No. (   )
        -----------------------------




                     [Signature Page to Security Agreement]



                                    EXHIBIT A

                            DESCRIPTION OF COLLATERAL
                            -------------------------

     Any  and  all  types  and classifications of collateral in which a security
interest  may  be  perfected  under  the  Uniform Commercial Code as in force in
Delaware  or as in force in any other jurisdiction the law of which governed the
security  interest  at  the  time  of the granting of the security interest (the
"UCC") by Mobilepro Corp., a Delaware corporation ("COMPANY"), wherever located,
whether  now  owned  or  hereafter  acquired  by the Company or arising, and all
proceeds  and  products  thereof  including  without  limitation  the following:

With respect to All Com USA, Inc.;

     All  personal  and  fixture  property  of  every kind and nature including,
     without  limitation,  all  furniture,  fixtures,  equipment, raw materials,
     inventory,  other  goods,  accounts,  contract rights, leasehold interests,
     rights  to  the  payment  of  money,  insurance refund claims and all other
     insurance  claims  and  proceeds,  tort  claims,  chattel paper, electronic
     chattel  paper,  documents,  instruments,  securities  and other investment
     property,  deposit  accounts,  rights  to  proceeds  of  letters of credit,
     letter-of-credit  rights,  supporting  obligations  of  every  nature,  and
     general  intangibles  including  without  limitation  all tax refund claims
     license  fees,  patents,  patent  applications,  trademarks,  trademark
     applications,  trade  names,  copyrights, copyright applications, rights to
     sue  and  recover  for  past  infringement  of  patents,  trademarks  and
     copyrights,  computer  programs,  computer  software, engineering drawings,
     service  marks,  customer  lists,  goodwill,  and  all  licenses,  permits,
     agreements of any kind or nature pursuant to which (a) the Company operates
     or  has  authority  to  operate,  (b)  the  Company  possesses, uses or has
     authority  to  possess  or use property (whether tangible or intangible) of
     others,  or  (c)  others  possess, use, or have authority to possess or use
     property  (whether tangible or intangible) of the Company, and all recorded
     data  of  any  kind  or  nature,  regardless  of  the  medium of recording,
     including,  without  limitation,  all  software,  writings,  plans,
     specifications  and  schematics.

     The  Company  acknowledges  and  agrees that, with respect to any term used
herein  that is defined in either (i) Article 9 of the U.C.C. as in force in the
jurisdiction  the  law  of  which governed the security interest at the time the
Company  authenticated  the  security agreement or (ii) Article 9 as in force at
any  relevant  time  in  the  jurisdiction  in which this financing statement is
filed, the meaning to be ascribed thereto with respect to any particular item of
property  shall  be  that  under  the  more encompassing of the two definitions.