J2 COMMUNICATIONS /CA/
EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>10
<FILENAME>v82023exv10w4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
<PAGE>
                                  Exhibit 10.4

                               SECURITY AGREEMENT

        SECURITY AGREEMENT, dated as of May 17, 2002, between J2 COMMUNICATIONS,
a California corporation ("GRANTOR"), and JAMES P. JIMIRRO ("SECURED PARTY").

                              W I T N E S S E T H:

        WHEREAS, Secured Party and Grantor have heretofore entered into that
certain 2002 Employment Agreement, dated as of May 17, 2002 (as amended,
restated, supplemented or otherwise modified, the "EMPLOYMENT AGREEMENT"), that
certain Indemnity Agreement contemplated thereby, dated as of May 17, 2002 (the
"INDEMNITY AGREEMENT"); and that certain Jimirro Registration Rights Agreement
dated as of May 17, 2002 (the "REGISTRATION RIGHTS AGREEMENT"); and

        WHEREAS, in order to induce Secured Party to enter into the Employment
Agreement, and to provide services to the Grantor thereunder, Grantor has agreed
to grant to Secured Party a perfected first priority continuing Lien in the
Collateral (as hereinafter defined) securing all of the Obligations (as
hereinafter defined).

        NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

        1. DEFINED TERMS. All capitalized terms used but not otherwise defined
herein have the meanings given to them in Annex A attached hereto. All other
terms contained in this Security Agreement, unless the context indicates
otherwise, have the meanings provided for by the Code to the extent the same are
used or defined therein.

        2. GRANT OF LIEN.

                (a) To secure the prompt and complete payment, performance and
        observance of all of the Obligations, Grantor hereby grants, assigns,
        conveys, mortgages, pledges, hypothecates and transfers to Secured Party
        a Lien upon all of Grantor's right, title and interest in, to and under
        all personal property and other assets, whether now owned by or owing
        to, or hereafter acquired by or arising in favor of Grantor (including
        under any trade names, styles or derivations thereof), and whether owned
        or consigned by or to, or leased from or to, Grantor, and regardless of
        where located (all of which being hereinafter collectively referred to
        as the "COLLATERAL"), including:

                      (i) all Accounts;

                      (ii) all Chattel Paper;

                      (iii) all Documents;


<PAGE>


                      (iv) all General Intangibles (including all Products,
               Contracts, Intellectual Property, and payment intangibles);

                      (v) all Goods (including Inventory, Equipment and
               Fixtures);

                      (vi) all Instruments;

                      (vii) all Investment Property;

                      (viii) all Deposit Accounts and all other bank accounts
               and all deposits therein;

                      (ix) all money, cash or cash equivalents of Grantor;

                      (x) all Supporting Obligations and Letter-of-Credit Rights
               of Grantor; and

                      (xi) to the extent not otherwise included, all Proceeds,
               tort claims insurance claims and other rights to payments not
               otherwise included in the foregoing and products of the foregoing
               and all accessions to, substitutions and replacements for, and
               rents and profits of, each of the foregoing.


               (b) In addition, to secure the prompt and complete payment,
        performance and observance of the Obligations and in order to induce
        Secured Party as aforesaid, Grantor hereby grants to Secured Party a
        right of set-off against the property of Grantor held by Secured Party,
        consisting of property described above in Section 2(a) now or hereafter
        in the possession or custody of or in transit to Secured Party, for any
        purpose, including safekeeping, collection or pledge, for the account of
        Grantor, or as to which Grantor may have any right or power.

        3. SECURED PARTY'S RIGHTS; LIMITATIONS ON SECURED
PARTY'S OBLIGATIONS.

               (a) It is expressly agreed by Grantor that, anything herein to
        the contrary notwithstanding, Grantor shall remain liable under each of
        its Contracts and each of its Licenses to observe and perform all the
        conditions and obligations to be observed and performed by it
        thereunder. Secured Party shall not have any obligation or liability
        under any Contract or License by reason of or arising out of this
        Security Agreement or the granting herein of a Lien thereon or the
        receipt by Secured Party of any payment relating to any Contract or
        License pursuant hereto. Secured Party shall not be required or
        obligated in any manner to perform or fulfill any of the obligations of
        Grantor under or pursuant to any Contract or License, or to make any
        payment, or to make any inquiry as to the nature or the sufficiency of
        any payment received by it or the sufficiency of any performance by any
        party under any Contract or License, or to present or file any claims,
        or to take any action to collect or enforce any performance or the
        payment of any amounts which may have been assigned to it or to which it
        may be entitled at any time or times.


<PAGE>


               (b) Secured Party may at any time after an Event of Default
        involving nonpayment of money owed to Secured Party by the Grantor has
        occurred and be continuing, without prior notice to Grantor, notify
        Account Debtors and other Persons obligated on the Collateral that
        Secured Party has a security interest therein, and that payments shall
        be made directly to Secured Party. Upon the request of Secured Party,
        Grantor shall so notify Account Debtors and other Persons obligated on
        Collateral. Once any such notice has been given to any Account Debtor or
        other Person obligated on the Collateral, Grantor shall not give any
        contrary instructions to such Account Debtor or other Person without
        Secured Party's prior written consent.

               (c) Secured Party may at any time after an Event of Default has
        occurred and be continuing, in Secured Party's own name, in the name of
        a nominee of Secured Party or in the name of Grantor communicate (by
        mail, telephone, facsimile or otherwise) with Account Debtors, parties
        to Contracts and obligors in respect of Instruments to verify with such
        Persons, to Secured Party's satisfaction, the existence, amount, terms
        of, and any other matter relating to, any Product, Accounts, General
        Intangibles (including all Products, Contracts, Intellectual Property,
        and payment intangibles), Instruments or Chattel Paper.

        4. REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants
that:

               (a) Grantor has rights in and the power to transfer each item of
        the Collateral upon which it purports to grant a Lien hereunder free and
        clear of any and all Liens other than Permitted Encumbrances.

               (b) No effective security agreement, financing statement,
        equivalent security or Lien instrument or continuation statement
        covering all or any part of the Collateral is on file or of record in
        any public office, except such as may have been filed (i) by Grantor in
        favor of Secured Party pursuant to this Security Agreement, and (ii) in
        connection with any other Permitted Encumbrances.

               (c) This Security Agreement is effective to create a valid and
        continuing Lien on and, upon the filing of the appropriate financing
        statements listed on Schedule I hereto, a perfected Lien in favor of
        Secured Party on the Collateral with respect to which a Lien may be
        perfected by filing pursuant to the Code. Such Lien is prior to all
        other Liens, except Permitted Encumbrances that would be prior to Liens
        in favor of Secured Party as a matter of law, and is enforceable as such
        as against any and all creditors of and purchasers from Grantor (other
        than purchasers and lessees of Inventory in the ordinary course of
        business). All action by Grantor necessary or desirable to protect and
        perfect such Lien on each item of the Collateral has been duly taken.

                (d) Schedule II hereto lists all Instruments, Letter-of-Credit
        Rights and Chattel Paper of Grantor. All action by Grantor necessary or
        desirable to protect


<PAGE>


        and perfect the Lien of Secured Party on each item set forth on Schedule
        II (including the delivery of all originals thereof to Secured Party and
        the legending of all Chattel Paper as required by Section 5(b) hereof)
        has been duly taken. The Lien of Secured Party on the Collateral listed
        on Schedule II hereto is prior to all other Liens, except Permitted
        Encumbrances that would be prior to the Liens in favor of Secured Party
        as a matter of law, and is enforceable as such against any and all
        creditors of and purchasers from Grantor.

               (e) Grantor's name as it appears in official filings in the state
        of its incorporation, the type of entity of Grantor, organizational
        identification number issued by Grantor's state of incorporation or a
        statement that no such number has been issued, Grantor's state of
        incorporation, the location of Grantor's chief executive office,
        principal place of business, offices, all warehouses and premises where
        Collateral is stored or located, and the locations of its books and
        records concerning the Collateral are set forth on Schedule III hereto.

               (f) With respect to any Inventory of Grantor, (i) no Inventory is
        now, or shall at any time or times hereafter be stored at any location
        other than as set forth on Schedule III hereto without Secured Party's
        prior consent, and if Secured Party gives such consent, Grantor will
        concurrently therewith obtain bailee, landlord or mortgagee agreements,
        in each case, satisfactory to Secured Party in its sole discretion, (ii)
        Grantor has good, indefeasible and merchantable title to such Inventory
        and such Inventory is not subject to any Lien or security interest or
        document whatsoever except for the Lien granted to Secured Party and
        except for Permitted Encumbrances, (iii) such Inventory is not subject
        to any licensing, patent, royalty, trademark, trade name or copyright
        agreements with any third parties which would require any consent of any
        third party upon sale or disposition of that Inventory or the payment of
        any monies to any third party as a precondition of such sale or other
        disposition, and (iv) the completion of manufacture, sale or other
        disposition of such Inventory by Secured Party following an Event of
        Default shall not require the consent of any Person and shall not
        constitute a breach or default under any contract or agreement to which
        Grantor is a party or to which such property is subject.

               (g) Upon the filing of the Notice of Security Interest in Patents
        and Trademarks and the Notice of Security Interest in Copyrights with
        the United State Patent and Trademark Office and the United States
        Copyright Office, as applicable, the Liens granted hereunder with
        respect to the Grantor's interest in its Intellectual Property are
        enforceable as such as against any and all creditors of and purchasers
        from Grantor.

                (h) Grantor (i) is a corporation duly organized, validly
        existing and in good standing under the laws of the State of California;
        (ii) is duly qualified to conduct business and is in good standing in
        each other jurisdiction where its ownership or lease of property or the
        conduct of its business requires such qualification; (iii) has the
        requisite power and authority and the legal right to own,


<PAGE>


        pledge, mortgage or otherwise encumber and operate its properties, to
        lease the property it operates under lease and to conduct its business
        as now, heretofore and proposed to be conducted; (iv) has all material
        licenses, permits, consents or approvals from or by, and has made all
        material filings with, and has given all material notices to, all
        Governmental Authorities having jurisdiction, to the extent required for
        such ownership, operation and conduct; and (v) is in compliance with its
        charter, bylaws, and all applicable provisions of law, except where the
        failure to comply, individually or in the aggregate, could not
        reasonably be expected to have a material adverse effect upon Grantor.

               (i) The execution, delivery and performance by Grantor of this
        Security Agreement, the Notice of Security Interest in Patents and
        Trademarks, and the Notice of Security Interest in Copyrights and the
        creation of all Liens provided for herein or therein: (i) are within
        Grantor's power; (ii) have been duly authorized by all necessary
        corporate action; (iii) do not contravene any provision of Grantor's
        charter or bylaws; (iv) do not violate any law or regulation, or any
        order or decree of any court or Governmental Authority; (v) do not
        conflict with or result in the breach or termination of, constitute a
        default under or accelerate or permit the acceleration of any
        performance required by, any indenture, mortgage, deed of trust, lease,
        agreement or other instrument to which such Person is a party or by
        which such Person or any of its property is bound; (vi) do not result in
        the creation or imposition of any Lien upon any of the property of such
        Person other than those in favor of Secured Party pursuant to this
        Security Agreement; and (vii) do not require the consent or approval of
        any Governmental Authority or any other Person except to the extent any
        such consent was obtained prior to the date hereof.

        This Security Agreement, the Notice of Security Interest in Patents and
        Trademarks and the Notice of Security Interest in Copyrights executed
        contemporaneously herewith have been duly executed and delivered by
        Grantor. This Security Agreement, each Notice of Security Interest in
        Patents and Trademarks, and each Notice of Security Interest in
        Copyrights executed contemporaneously herewith shall constitute a legal,
        valid and binding obligation of Grantor enforceable against it in
        accordance with its terms.

               (j) Grantor is Solvent. No transfer of property is being made by
        Grantor and no obligation is being incurred by Grantor in connection
        with the transactions contemplated by the Employment Agreement, the
        Indemnity Agreement, the Registration Rights Agreement and this Security
        Agreement with the intent to hinder, delay, or defraud either present or
        future creditors of Grantor.

        5. COVENANTS. Grantor covenants and agrees with Secured Party that from
and after the date of this Security Agreement and until the Termination Date:

               (a)FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS; CHATTEL PAPER.


<PAGE>


                      (i) At any time and from time to time, upon the written
               request of Secured Party and at the sole expense of Grantor,
               Grantor shall promptly and duly execute and deliver any and all
               such further instruments and documents and take such further
               actions as Secured Party may deem desirable to obtain the full
               benefits of this Security Agreement and of the rights and powers
               herein granted, including (A) using its best efforts to secure
               all consents and approvals necessary or appropriate for the
               assignment to or for the benefit of Secured Party of any License
               or Contract held by Grantor and to enforce the security interests
               granted hereunder, and (B) filing any financing or continuation
               statements under the Code with respect to the Liens granted
               hereunder.

                      (ii) Unless Secured Party shall otherwise consent in
               writing (which consent may be revoked), Grantor shall deliver to
               Secured Party all Collateral consisting of negotiable Documents,
               certificated securities, Chattel Paper and Instruments (in each
               case, accompanied by stock powers, allonges or other instruments
               of transfer executed in blank) promptly after Grantor receives
               the same.

                      (iii) Grantor shall obtain or use its best efforts to
               obtain waivers or subordinations of Liens from landlords and
               mortgagees, and Grantor shall in all instances obtain signed
               acknowledgements of Secured Party's Liens from bailees having
               possession of Grantor's Goods that they hold for the benefit of
               Secured Party.

                      (iv) If requested by Secured Party, Grantor shall obtain
               authenticated Control Letters from each issuer of uncertificated
               securities, securities intermediary, or commodities intermediary
               issuing or holding any financial assets or commodities to or for
               Grantor.

                      (v) If Grantor is or becomes the beneficiary of a letter
               of credit Grantor shall promptly, and in any event within two (2)
               Business Days after becoming a beneficiary, notify Secured Party
               thereof and, if requested by Secured Party, enter into a
               tri-party agreement with Secured Party and the issuer and/or
               confirmation bank with respect to Letter-of-Credit Rights
               assigning such Letter-of-Credit Rights to Secured Party and
               directing all payments thereunder upon and during the continuance
               of a Default or Event of Default to be made to an account
               identified by Secured Party, all in form and substance reasonably
               satisfactory to Secured Party.

                      (vi) Grantor shall take all steps necessary to grant the
               Secured Party control of all electronic chattel paper in
               accordance with the Code and all "transferable records" as
               defined in each of the Uniform Electronic Transactions Act and
               the Electronic Signatures in Global and National Commerce Act.


<PAGE>


                      (vii) Grantor hereby irrevocably authorizes the Secured
               Party at any time and from time to time to file in any filing
               office in any Uniform Commercial Code jurisdiction any initial
               financing statements and amendments thereto that (a) indicate the
               Collateral (i) as all assets of Grantor or words of similar
               effect, regardless of whether any particular asset comprised in
               the Collateral falls within the scope of Article 9 of the Code or
               such jurisdiction, or (ii) as being of an equal or lesser scope
               or with greater detail, and (b) contain any other information
               required by the Code for the sufficiency or filing office
               acceptance of any financing statement or amendment, including (i)
               whether Grantor is an organization, the type of organization and
               any organization identification number issued to such Grantor,
               and (ii) in the case of a financing statement filed as a fixture
               filing or indicating Collateral as as-extracted collateral or
               timber to be cut, a sufficient description of real property to
               which the Collateral relates. Grantor agrees to furnish any such
               information to the Secured Party promptly upon request. Grantor
               also ratifies its authorization for the Secured Party to have
               filed in any Uniform Commercial Code jurisdiction any initial
               financing statements or amendments thereto if filed prior to the
               date hereof.

                      (viii) Grantor shall as soon as commercially practicable
               after the same is acquired by it, notify Secured Party of any
               commercial tort claim (as defined in the Code) acquired by it and
               unless otherwise consented by Secured Party, Grantor shall enter
               into a supplement to this Security Agreement, granting to Secured
               Party a Lien in such commercial tort claim.

                      (ix) Grantor shall as soon as commercially practicable
               after forming or investing in any Wholly-Owned Subsidiary, or any
               Subsidiary in which any Affiliate owns any Equity Security, cause
               such Subsidiary to grant to Secured Party a first priority lien
               in all assets of such Subsidiary pursuant to a security agreement
               in substantially the same form as this Agreement. Grantor shall
               be under no obligation to cause any such Subsidiary to grant any
               lien in its assets so long as the sole owners of Equity
               Securities of such Subsidiary consist of Grantor and Persons who
               are not Affiliates; provided, however, that if an Affiliate after
               the formation of any such Subsidiary becomes an owner of any
               Equity Security in such Subsidiary, then Grantor shall as soon as
               commercially practicable thereafter cause such Subsidiary to
               grant to Secured Party a first priority lien in all assets of
               such Subsidiary pursuant to a security agreement in substantially
               the same form as this Agreement. Grantor will on demand pay any
               reasonable attorneys fees incurred by Secured Party relating to
               or in connection with the granting of a lien to Secured Party by
               any Subsidiary pursuant to this Section 5(a)(ix).


<PAGE>


                (b) MAINTENANCE OF RECORDS. Grantor shall keep and maintain, at
        its own cost and expense, satisfactory and complete records of the
        Collateral, including a record of any and all payments received and any
        and all credits granted with respect to the Collateral and all other
        dealings with the Collateral. Grantor shall mark its books and records
        pertaining to the Collateral to evidence this Security Agreement and the
        Liens granted hereby. If Grantor retains possession of any Chattel Paper
        or Instruments with Secured Party's consent, such Chattel Paper and
        Instruments shall be marked with the following legend: "This writing and
        the obligations evidenced or secured hereby are subject to the security
        interest of James P. Jimirro, as Secured Party."

                (c) COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT
        COLLATERAL.

                      (i) Grantor shall notify Secured Party immediately if it
               knows or has reason to know that any application or registration
               relating to any Patent, Trademark or Copyright (now or hereafter
               existing) is or may become abandoned, finally refused or expired
               or dedicated, or of any adverse determination or development
               (including the institution of, or any such determination or
               development in, any proceeding in the United States Patent and
               Trademark Office, the United States Copyright Office or any
               court) regarding Grantor's ownership of any Patent, Trademark or
               Copyright, its right to register the same, or to keep and
               exclusively maintain the same.

                      (ii) In no event shall Grantor, either directly or through
               any agent, employee, licensee or designee, file an application
               for the registration of any Patent, Trademark or Copyright with
               the United States Patent and Trademark Office, the United States
               Copyright Office or any similar office or agency without giving
               Secured Party prior written notice thereof, and, upon request of
               Secured Party, Grantor shall execute and deliver any and all
               applicable Notices of Security Interests in Patents and
               Trademarks and Notices of Security Interests in Copyrights as
               Secured Party may request to evidence Secured Party's Lien on
               such Patent, Trademark or Copyright, and the General Intangibles
               of Grantor relating thereto or represented thereby.

                      (iii) Grantor shall take all actions necessary or
               requested by Secured Party to maintain and pursue each
               application, to obtain the relevant registration and to maintain
               the registration of each of the Patents, Trademarks and
               Copyrights (now or hereafter existing), including the filing of
               applications for renewal, affidavits of continued use, affidavits
               of incontestability and opposition and interference and
               cancellation proceedings, unless Grantor reasonably shall
               determine that such Patent, Trademark or Copyright is not
               material to the conduct of its business.


<PAGE>


                      (iv) In the event that any of the Patent, Trademark or
               Copyright Collateral is infringed upon, or misappropriated or
               diluted by a third party, Grantor shall comply with Section
               5(a)(viii) of this Security Agreement. Grantor shall, unless it
               shall reasonably determine that such Patent, Trademark or
               Copyright Collateral is in no way material to the conduct of its
               business or operations, promptly sue for infringement,
               misappropriation or dilution and to recover any and all damages
               for such infringement, misappropriation or dilution, and shall
               take such other actions as Secured Party shall deem appropriate
               under the circumstances to protect such Patent, Trademark or
               Copyright Collateral.

                      (v) Concurrently herewith, Grantor shall deliver to
               Secured Party (A) a written notice in the form of Exhibit
               5(c)(v)(A) (a "Notice of Security Interest in Patents and
               Trademarks") in respect of all Patents and Trademarks in which
               such Grantor has an interest (including by way of an exclusive
               license), for filing with the United States Patent and Trademark
               Office, (B) a written notice in the form of Exhibit 5(c)(v)(B) (a
               "Notice of Security Interest in Copyrights") in respect of all
               Copyrights in which such Grantor has an interest (including by
               way of an exclusive license), for filing with the United States
               Copyright Office, and (C) all other supplemental documentation
               necessary to perfect the security interest granted hereby with
               respect to all Intellectual Property for filing in the
               appropriate governmental office, including any foreign office in
               which any such Intellectual Property may be registered or
               otherwise on file, in each case, duly completed and executed.

               (d) Indemnification. In any suit, proceeding or action brought by
        Secured Party relating to any Collateral for any sum owing with respect
        thereto or to enforce any rights or claims with respect thereto, Grantor
        will save, indemnify and keep Secured Party harmless from and against
        all expense (including reasonable attorneys' fees and expenses), loss or
        damage suffered by reason of any defense, setoff, counterclaim,
        recoupment or reduction of liability whatsoever of the Account Debtor or
        other Person obligated on the Collateral, arising out of a breach by
        Grantor of any obligation thereunder or arising out of any other
        agreement, indebtedness or liability at any time owing to, or in favor
        of, such obligor or its successors from Grantor, except in the case of
        Secured Party, to the extent such expense, loss, or damage is
        attributable solely to the gross negligence or willful misconduct of
        Secured Party as finally determined by a court of competent
        jurisdiction. All such obligations of Grantor shall be and remain
        enforceable against and only against Grantor and shall not be
        enforceable against Secured Party.

               (e) Compliance with Terms of Accounts, etc. In all material
        respects, Grantor will perform and comply with all obligations in
        respect of the Collateral and all other agreements to which it is a
        party or by which it is bound relating to the Collateral.


<PAGE>


                (f) Limitation on Liens on Collateral. Grantor will not create,
        permit or suffer to exist, and will defend the Collateral against, and
        take such other action as is necessary to remove, any Lien on the
        Collateral except Permitted Encumbrances and Permitted Junior Liens, and
        will defend the right, title and interest of Secured Party in and to any
        of Grantor's rights under the Collateral against the claims and demands
        of all Persons whomsoever.

                (g) Limitations on Disposition. Grantor will not sell, lease,
        license, transfer or otherwise dispose of any of the Collateral
        (including without limitation any such transfer or disposition by way of
        capital or equity contribution to another Person), or attempt or
        contract to do so except for (i) sales, exchanges, trade-ins or other
        dispositions of Equipment that is substantially worn, damaged, or
        obsolete in the ordinary course of business, (ii) sales of Inventory to
        buyers in the ordinary course of business, and (iii) licenses by Grantor
        of Patents, Trademarks, Copyrights, and other intellectual property
        rights in the ordinary course of business, and not in a transaction or
        as part of a series of related transactions whereby substantially all of
        the Grantor's assets are transferred to one or more Persons, to (x) a
        Person that is not an Affiliate or (y) if such transaction has been
        approved in advance by Grantor's board of directors, a Person that is a
        Subsidiary; provided, that a license shall be deemed to be not in the
        ordinary course of business for purposes of this subsection if it is an
        exclusive license, unless either (I) such license has been approved in
        advance by Grantor's board of directors, or (II) such license relates
        only to a single product. The rights of the transferee or licensee with
        respect to any transfer or license as authorized in this subsection will
        be free and clear of the security interest of Secured Party hereunder;
        provided, however, that such security interest shall in the event of any
        such transfer or license continue to attach to all rights of Grantor
        pursuant to such transfer or license and the proceeds of such transfer
        or license as provided elsewhere herein.

                (h) Further Identification of Collateral. Grantor will, if so
        requested by Secured Party, furnish to Secured Party, as often as
        Secured Party requests, statements and schedules further identifying and
        describing the Collateral and such other reports in connection with the
        Collateral as Secured Party may reasonably request, all in such detail
        as Secured Party may specify.

                (i) Notices. Grantor will advise Secured Party promptly, in
        reasonable detail, (i) of any Lien (other than Permitted Encumbrances)
        or claim made or asserted against any of the Collateral, and (ii) of the
        occurrence of any other event which would have a material adverse effect
        on the aggregate value of the Collateral or on the Liens created
        hereunder.

                (j) No Reincorporation; No Non-Ordinary Course Transactions.
        Grantor shall not reincorporate or reorganize itself under the laws of
        any jurisdiction other than the jurisdiction in which it is incorporated
        as of the date hereof without the


<PAGE>


        prior written consent of Secured Party, except for the reincorporation
        of the Grantor in Delaware which is currently contemplated by Grantor.
        Grantor shall not consummate or commit to consummate any nonordinary
        course transaction.

                (k) Terminations; Amendments Not Authorized. Other than the
        filing of financing statements in connection with the perfection of
        Permitted Encumbrances or a Permitted Junior Lien, Grantor acknowledges
        that it is not authorized to file any financing statement or amendment
        or termination statement with respect to any financing statement without
        the prior written consent of Secured Party and agrees that it will not
        do so without the prior written consent of Secured Party, subject to
        such Grantor's rights under Section 9-509(d)(2) of the Code.

                (l) Limitation on Dividends and other Distributions. Grantor
        shall not declare or pay any dividend, repurchase or redeem any shares
        of capital stock, or make any other "distribution to its shareholders"
        (as such term is defined in Section 166 of the California Corporations
        Code) without the prior written consent of Secured Party.

        6. SECURED PARTY'S APPOINTMENT AS ATTORNEY-IN-FACT. Contemporaneously
herewith, Grantor shall execute and deliver to Secured Party a power of attorney
(the "POWER OF ATTORNEY") substantially in the form attached hereto as Exhibit
A. The power of attorney granted pursuant to the Power of Attorney is a power
coupled with an interest and shall be irrevocable until the Termination Date.
The powers conferred on Secured Party under the Power of Attorney are solely to
protect Secured Party's interests in the Collateral and shall not impose any
duty upon Secured Party to exercise any such powers. Secured Party agrees that
(a) except for the powers granted in clause (h) of the Power of Attorney, it
shall not exercise any power or authority granted under the Power of Attorney
unless an Event of Default has occurred and is continuing, and (b) Secured Party
shall account for any monies received by Secured Party in respect of any
foreclosure on or disposition of Collateral pursuant to the Power of Attorney,
provided that Secured Party shall have no duty as to any Collateral, and Secured
Party shall be accountable only for amounts that it actually receives as a
result of the exercise of such powers. NONE OF SECURED PARTY OR HIS AFFILIATES,
AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO GRANTOR FOR ANY ACT OR FAILURE
TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

        7. REMEDIES; RIGHTS UPON DEFAULT.

                (a) In addition to all other rights and remedies granted to it
        under this Security Agreement, the Employment Agreement (including
        without limitation the Severance Note), the Indemnity Agreement, the
        Registration Rights Agreement and under any other instrument or
        agreement securing, evidencing or


<PAGE>


        relating to any of the Obligations, if any Event of Default shall have
        occurred and be continuing, Secured Party may exercise all rights and
        remedies of a secured party under the Code. Without limiting the
        generality of the foregoing, Grantor expressly agrees that in any such
        event Secured Party, without demand of performance or other demand,
        advertisement or notice of any kind (except the notice specified below
        of time and place of public or private sale) to or upon Grantor or any
        other Person (all and each of which demands, advertisements and notices
        are hereby expressly waived to the maximum extent permitted by the Code
        and other applicable law), may forthwith enter upon the premises of
        Grantor where any Collateral is located through self-help, without
        judicial process, without first obtaining a final judgment or giving
        Grantor or any other Person notice and opportunity for a hearing on
        Secured Party's claim or action, and may collect, receive, assemble,
        process, appropriate and realize upon the Collateral, or any part
        thereof, and may forthwith sell, lease, license, assign, give an option
        or options to purchase, or sell or otherwise dispose of and deliver said
        Collateral (or contract to do so), or any part thereof, in one or more
        parcels at a public or private sale or sales, at any exchange at such
        prices as it may deem acceptable, for cash or on credit or for future
        delivery without assumption of any credit risk. Secured Party shall have
        the right upon any such public sale or sales and, to the extent
        permitted by law, upon any such private sale or sales, to purchase the
        whole or any part of said Collateral so sold, free of any right or
        equity of redemption, which equity of redemption Grantor hereby
        releases. Such sales may be adjourned and continued from time to time
        with or without notice. Secured Party shall have the right to conduct
        such sales on Grantor's premises or elsewhere and shall have the right
        to use Grantor's premises without charge for such time or times as
        Secured Party deems necessary or advisable.

                If any Event of Default shall have occurred and be continuing,
        Grantor further agrees, at Secured Party's request, to assemble the
        Collateral and make it available to Secured Party at a place or places
        designated by Secured Party which are reasonably convenient to Secured
        Party and Grantor, whether at Grantor's premises or elsewhere. Until
        Secured Party is able to effect a sale, lease, license or other
        disposition of Collateral, Secured Party shall have the right to hold or
        use Collateral, or any part thereof, to the extent that it deems
        appropriate for the purpose of preserving Collateral or its value or for
        any other purpose deemed appropriate by Secured Party. Secured Party
        shall have no obligation to Grantor to maintain or preserve the rights
        of Grantor as against third parties with respect to Collateral while
        Collateral is in the possession of Secured Party. Secured Party may, if
        it so elects, seek the appointment of a receiver or keeper to take
        possession of Collateral and to enforce any of Secured Party's remedies
        with respect to such appointment without prior notice or hearing as to
        such appointment. Secured Party shall apply the net proceeds of any such
        collection, recovery, receipt, appropriation, realization or sale to the
        Obligations as Secured Party shall determine in his sole discretion, and
        only after so paying over such net proceeds, and after the payment by
        Secured Party of any other amount required by any provision of law, need
        Secured Party account for the surplus, if any, to


<PAGE>


        Grantor. To the maximum extent permitted by applicable law, Grantor
        waives all claims, damages, and demands against Secured Party arising
        out of the repossession, retention or sale of the Collateral except such
        as arise solely out of the gross negligence or willful misconduct of
        Secured Party as finally determined by a court of competent
        jurisdiction. Grantor agrees that ten (10) days prior notice by Secured
        Party of the time and place of any public sale or of the time after
        which a private sale may take place is reasonable notification of such
        matters. Grantor shall remain liable for any deficiency if the proceeds
        of any sale or disposition of the Collateral are insufficient to pay all
        Obligations, including any attorneys' fees and other expenses incurred
        by Secured Party to collect such deficiency.

                (b) Except as otherwise specifically provided herein, Grantor
        hereby waives presentment, demand, protest or any notice (to the maximum
        extent permitted by applicable law) of any kind in connection with this
        Security Agreement or any Collateral.

                (c) To the extent that applicable law imposes duties on the
        Secured Party to exercise remedies in a commercially reasonable manner,
        Grantor acknowledges and agrees that it is not commercially unreasonable
        for the Secured Party (i) to fail to incur expenses reasonably deemed
        significant by the Secured Party to prepare Collateral for disposition
        or otherwise to complete raw material or work in process into finished
        goods or other finished products for disposition, (ii) to fail to obtain
        third party consents for access to Collateral to be disposed of, or to
        obtain or, if not required by other law, to fail to obtain governmental
        or third party consents for the collection or disposition of Collateral
        to be collected or disposed of, (iii) to fail to exercise collection
        remedies against Account Debtors or other Persons obligated on
        Collateral or to remove Liens on or any adverse claims against
        Collateral, (iv) to exercise collection remedies against Account Debtors
        and other Persons obligated on Collateral directly or through the use of
        collection agencies and other collection specialists, (v) to advertise
        dispositions of Collateral through publications or media of general
        circulation, whether or not the Collateral is of a specialized nature,
        (vi) to contact other Persons, whether or not in the same business as
        the Grantor, for expressions of interest in acquiring all or any portion
        of such Collateral, (vii) to hire one or more professional auctioneers
        to assist in the disposition of Collateral, whether or not the
        Collateral is of a specialized nature, (viii) to dispose of Collateral
        by utilizing internet sites that provide for the auction of assets of
        the types included in the Collateral or that have the reasonable
        capacity of doing so, or that match buyers and sellers of assets, (ix)
        to dispose of assets in wholesale rather than retail markets, (x) to
        disclaim disposition warranties, such as title, possession or quiet
        enjoyment, or (xi) to the extent deemed appropriate by the Secured
        Party, to obtain the services of other brokers, investment bankers,
        consultants and other professionals to assist the Secured Party in the
        collection or disposition of any of the Collateral. Grantor acknowledges
        that the purpose of this Section 7(c) is to provide non-exhaustive
        indications of what actions or omissions by the Secured Party would not
        be


<PAGE>


        commercially unreasonable in the Secured Party's exercise of remedies
        against the Collateral and that other actions or omissions by the
        Secured Party shall not be deemed commercially unreasonable solely on
        account of not being indicated in this Section 7(c). Without limitation
        upon the foregoing, nothing contained in this Section 7(c) shall be
        construed to grant any rights to Grantor or to impose any duties on
        Secured Party that would not have been granted or imposed by this
        Security Agreement or by applicable law in the absence of this Section
        7(c).

                (d) Secured Party shall not be required to make any demand upon,
        or pursue or exhaust any of their rights or remedies against, Grantor,
        any other obligor, guarantor, pledgor or any other Person with respect
        to the payment of the Obligations or to pursue or exhaust any of their
        rights or remedies with respect to any Collateral therefor or any direct
        or indirect guarantee thereof. Secured Party shall not be required to
        marshal the Collateral or any guarantee of the Obligations or to resort
        to the Collateral or any such guarantee in any particular order, and all
        of its and their rights hereunder shall be cumulative. To the extent it
        may lawfully do so, Grantor absolutely and irrevocably waives and
        relinquishes the benefit and advantage of, and covenants not to assert
        against Secured Party, any valuation, stay, appraisement, extension,
        redemption or similar laws and any and all rights or defenses it may
        have as a surety now or hereafter existing which, but for this
        provision, might be applicable to the sale of any Collateral made under
        the judgment, order or decree of any court, or privately under the power
        of sale conferred by this Security Agreement, or otherwise.

        8. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. For the purpose of
enabling Secured Party to exercise rights and remedies under Section 7 hereof
(including, without limiting the terms of Section 7 hereof, in order to take
possession of, hold, preserve, process, assemble, prepare for sale, market for
sale, sell or otherwise dispose of Collateral) at such time as Secured Party
shall be lawfully entitled to exercise such rights and remedies, Grantor hereby
grants to Secured Party an irrevocable, nonexclusive license (exercisable
without payment of royalty or other compensation to Grantor) to use, license or
sublicense any Intellectual Property now owned or hereafter acquired by Grantor,
and wherever the same may be located, and including in such license access to
all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof.

        9. LIMITATION ON SECURED PARTY'S DUTY IN RESPECT OF COLLATERAL. Secured
Party shall use reasonable care with respect to the Collateral in its possession
or under its control. Secured Party shall not have any other duty as to any
Collateral in its possession or control or in the possession or control of any
agent or nominee of Secured Party, or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto.

        10. REINSTATEMENT. This Security Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against Grantor for liquidation or reorganization, should Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for


<PAGE>


all or any significant part of Grantor's assets, and shall continue to be
effective or be reinstated, as the case may be, if at any time payment and
performance of the obligations, or any part thereof, is, pursuant to applicable
law, rescinded or reduced in amount, or must otherwise be restored or returned
by any obligee of the Obligations, whether as a "voidable preference,"
"fraudulent conveyance," or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Obligations shall be reinstated
and deemed reduced only by such amount paid and not so rescinded, reduced,
restored or returned.

        11. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by any other party, or whenever any of the parties desires to give and
serve upon any other party any communication with respect to this Security
Agreement, each such notice, demand, request, consent, approval, declaration or
other communication shall be in writing and shall be given (a) if to Grantor, to
Grantor's address set forth below its name on the signature page hereof, (b) if
to Secured Party, to Secured Party's address set forth below its name on the
signature page hereof and (c) if to the Designated Officer, to 111 Monument
Circle, Suite 3680, Indianapolis, Indiana 46204, with a copy to David B.
Millard, Leagre Chandler & Millard LLP, 1400 First Indiana Plaza, 135 North
Pennsylvania Street, Indianapolis, Indiana 46204-2415, or to such other address
as either party or the Designated Officer may furnish to the others in writing,
making specific reference to this Section 11.

        12. SEVERABILITY. Whenever possible, each provision of this Security
Agreement shall be interpreted in a manner as to be effective and valid under
applicable law, but if any provision of this Security Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement. This Security Agreement sets forth the complete understanding and
agreement of Secured Party and Grantor with respect to the matters referred to
herein.

        13. NO WAIVER; CUMULATIVE REMEDIES. Secured Party shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Secured Party and then only to the extent therein set forth. A waiver by Secured
Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which Secured Party would otherwise
have had on any future occasion. No failure to exercise nor any delay in
exercising on the part of Secured Party, any right, power or privilege
hereunder, shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude any other or future
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies hereunder provided are cumulative and may be exercised
singly or concurrently, and are not exclusive of any rights and remedies
provided by law. None of


<PAGE>


the terms or provisions of this Security Agreement may be waived, altered,
modified or amended except by an instrument in writing, duly executed by Secured
Party and Grantor.

        14. LIMITATION BY LAW. All rights, remedies and powers provided in this
Security Agreement may be exercised only to the extent that the exercise thereof
does not violate any applicable provision of law, and all the provisions of this
Security Agreement are intended to be subject to all applicable mandatory
provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Security Agreement invalid,
unenforceable, in whole or in part, or not entitled to be recorded, registered
or filed under the provisions of any applicable law.

        15. TERMINATION OF THIS SECURITY AGREEMENT. Subject to Section 10
hereof, this Security Agreement shall terminate upon the Termination Date.

        16. SUCCESSORS AND ASSIGNS. This Security Agreement and all obligations
of Grantor hereunder shall be binding upon the successors and assigns of Grantor
(including any debtor-in-possession on behalf of Grantor) and shall, together
with the rights and remedies of Secured Party hereunder, inure to the benefit of
Secured Party, all future holders of any instrument evidencing any of the
Obligations and their respective successors and assigns. No sales of
participations, other sales, assignments, transfers or other dispositions of any
agreement governing or instrument evidencing the Obligations or any portion
thereof or interest therein shall in any manner affect the Lien granted to
Secured Party hereunder. Grantor may not assign, sell, hypothecate or otherwise
transfer any interest in or obligation under this Security Agreement and any
unconsented transfer shall be void ab initio.

        17. COUNTERPARTS. This Security Agreement may be authenticated in any
number of separate counterparts, each of which shall collectively and separately
constitute one and the same agreement. This Security Agreement may be
authenticated by manual signature, facsimile, or if approved in writing by
Secured Party, electronic means, all of which shall be equally valid.

        18. GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS SECURITY AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. GRANTOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS
LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK, SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN GRANTOR AND
SECURED PARTY PERTAINING TO THIS SECURITY AGREEMENT OR TO ANY MATTER ARISING OUT
OF OR RELATING TO THIS SECURITY AGREEMENT, PROVIDED, THAT SECURED


<PAGE>


PARTY AND GRANTOR ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF LOS ANGELES COUNTY, AND, PROVIDED, FURTHER,
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE SECURED PARTY
FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF SECURED PARTY. GRANTOR
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND GRANTOR HEREBY WAIVES ANY OBJECTION WHICH
IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM
NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. GRANTOR HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY
BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GRANTOR AT THE ADDRESS SET
FORTH ON THE SIGNATURE PAGES HERETO AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER
DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

        19. WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN CONNECTION WITH
COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT DISPUTES
ARISING HEREUNDER OR RELATING HERETO BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN SECURED PARTY AND
GRANTOR ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED IN CONNECTION WITH, THIS SECURITY AGREEMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO.

        20. SECTION TITLES. The Section titles contained in this Security
Agreement are and shall be without substantive meaning or content of any kind
whatsoever and are not a part of the agreement between the parties hereto.

        21. NO STRICT CONSTRUCTION. The parties hereto have participated jointly


<PAGE>


in the negotiation and drafting of this Security Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Security
Agreement shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Security Agreement.

        22. ADVICE OF COUNSEL. Each of the parties represents to each other
party hereto that it has discussed this Security Agreement and, specifically,
the provisions of Section 18 and Section 19, with its counsel.

        23. INTEGRATION. This Security Agreement, together with the Employment
Agreement, the Indemnity Agreement and the Registration Rights Agreement and the
other agreements, documents, and instruments executed in connection with the
foregoing, reflect the entire understanding of the parties with respect to the
transactions contemplated hereby and shall not be contradicted or qualified by
any other agreement, oral or written, before the date hereof.

                            [Signature page follows]


<PAGE>


        IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.

                                            J2 COMMUNICATIONS

                                            By:  _______________________________
                                            Name: ______________________________
                                            Title:  ____________________________

                                            10850 Wilshire Boulevard, Suite 1000
                                            Los Angeles, California 90024
                                            Attention:  ________________________
                                            Facsimile No.:  ____________________
Acknowledged:



----------------------------
Bruce P. Vann, Acting Secretary
JAMES P. JIMIRRO
10787 Wilshire Boulevard
Apartment 1702
Los Angeles, California 90024


<PAGE>


                                     ANNEX A
                                       TO
                               SECURITY AGREEMENT
                                   DEFINITIONS

        Capitalized terms used in the Security Agreement shall have the
following respective meanings, and all references to Sections, Exhibits,
Schedules or Annexes in the following definitions shall refer to Sections,
Exhibits, Schedules or Annexes of or to the Security Agreement:

"Account Debtor" means any Person who is or may become obligated to Grantor
under, with respect to, or on account of, an Account, Chattel Paper or General
Intangibles (including a payment intangible).

"Accounts" means all "accounts," as such term is defined in the Code, now owned
or hereafter acquired by Grantor, including (a) all accounts receivable, other
receivables, book debts and other forms of obligations (other than forms of
obligations evidenced by Chattel Paper or Instruments), (including any such
obligations that may be characterized as an account or contract right under the
Code), (b) all of Grantor's rights in, to and under all purchase orders or
receipts for goods or services, (c) all of Grantor's rights to any goods
represented by any of the foregoing (including unpaid sellers' rights of
rescission, replevin, reclamation and stoppage in transit and rights to
returned, reclaimed or repossessed goods), (d) all rights to payment due to
Grantor for property sold, leased, licensed, assigned or otherwise disposed of,
for a policy of insurance issued or to be issued, for a secondary obligation
incurred or to be incurred, for energy provided or to be provided, for the use
or hire of a vessel under a charter or other contract, arising out of the use of
a credit card or charge card, or for services rendered or to be rendered by
Grantor or in connection with any other transaction (whether or not yet earned
by performance on the part of Grantor), (e) all health care insurance
receivables and (f) all collateral security of any kind, given by any Account
Debtor or any other Person with respect to any of the foregoing.

"Affiliate" means (a) any Purchaser (as such term is defined in the Voting
Agreement); (b) any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with Grantor or any
Purchaser (as such term is defined in the Voting Agreement), (c) any employee or
director of Grantor or any Person specified in clauses (a) or (b), (d) any
member of the immediate family (as that term is defined in Item 404(a) of
Regulation SK promulgated by the Securities and Exchange Commission) of any
Person specified in clauses (a), (b) or (c), (e) a Person in which one or more
Persons described in (a), (b), (c) or (d) have a direct or or indirect
beneficial interest (except an interest not exceeding 5% of a Person whose
shares are publicly traded) and (f) any associate (as such term is defined in
Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of
any Person specified in clauses (a), (b), (c), (d) or (e). For the purposes of
this definition, "control," when used with respect to any specified person,
means the power to direct the management and policies of such person, directly
or indirectly, whether through the ownership of voting securities, by contract
or


<PAGE>


otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Bankruptcy Code" means the provisions of Title 11 of the United States Code, 11
U.S.C. Sections 101 et seq. "Business Day" means any day that is not a Saturday,
a Sunday or a day on which banks are required or permitted to be closed in the
State of California.

"Charges" means all federal, state, county, city, municipal, local, foreign or
other governmental taxes, levies, assessments, charges, liens, claims or
encumbrances upon or relating to (a) the Collateral, (b) the Obligations, (c)
the employees, payroll, income or gross receipts of Grantor, (d) Grantor's
ownership or use of any properties or other assets, or (e) any other aspect of
Grantor's business.

"Chattel Paper" means any "chattel paper," as such term is defined in the Code,
including electronic chattel paper, now owned or hereafter acquired by Grantor.

"Code" means the Uniform Commercial Code as the same may, from time to time, be
enacted and in effect in the State of New York; provided, that to the extent
that the Code is used to define any term herein and such term is defined
differently in different Articles of the Code, the definition of such term
contained in Article 9 shall govern; provided further, that in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of, or remedies with respect to, Secured Party's Lien on
any Collateral is governed by the Uniform Commercial Code as enacted and in
effect in a jurisdiction other than the State of New York, the term "Code" shall
mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority or remedies and for purposes of definitions
related to such provisions.

"Collateral" has the meaning ascribed to it in Section 2(a).

"Contracts" means all "contracts," as such term is defined in the Code, now
owned or hereafter acquired by Grantor, in any event, including all contracts,
undertakings, or agreements (other than rights evidenced by Chattel Paper,
Documents or Instruments) in or under which Grantor may now or hereafter have
any right, title or interest, including any agreement relating to the terms of
payment or the terms of performance of any Product.

"Control Letter" means a letter agreement between Secured Party and (i) the
issuer of uncertificated securities with respect to uncertificated securities in
the name of Grantor, (ii) a securities intermediary with respect to securities,
whether certificated or uncertificated, securities entitlements and other
financial assets held in a securities account in the name of Grantor, (iii) a
futures commission merchant or clearing house, as applicable, with respect to
commodity accounts and commodity contracts held by Grantor, whereby, among other
things, the issuer, securities intermediary or futures commission merchant
disclaims any security interest in the applicable financial assets, acknowledges
the Lien of Secured Party on such financial assets, and agrees to follow the


<PAGE>


instructions or entitlement orders of Secured Party without further consent by
Grantor.

"Copyright License" means any and all rights now owned or hereafter acquired by
Grantor under any written agreement granting any right to use any Copyright or
Copyright registration.

"Copyrights" means all of the following now owned or hereafter adopted or
acquired by Grantor: (a) all copyrights, all Product, and General Intangibles of
like nature (whether registered or unregistered), all registrations and
recordings thereof, and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
or in any similar office or agency of the United States, any state or territory
thereof, or any other country or any political subdivision thereof, and (b) all
reissues, extensions or renewals thereof.

"Default" means any event that, with the passage of time or notice or both,
would, unless cured or waived, become an Event of Default.

"Deposit Accounts" means all "deposit accounts" as such term is defined in the
Code, nor or hereafter held in the name of Grantor.

"Designated Breach" shall mean any breach by the Grantor of Sections 6 or 9(h)
of the Employment Agreement, any breach by the Grantor of Sections 5(a)(ii),
5(a)(v), 5(a)(viii), 5(c)(i), 5(c)(ii), 5(f), 5(g), 5(i), 5(j), 5(k), or 16 of
this Agreement, any breach by the Grantor of Section 11 of the Indemnity
Agreement, and any breach by the Grantor of Sections 3.1 or 9.5 of the
Registration Rights Agreement.

"Designated Officer" shall mean the following: (a) at any time that Timothy S.
Durham is an officer or director of Grantor, Timothy S. Durham or any other
party designated as the "Designated Officer" in writing by Timothy S. Durham to
Secured Party at Secured Party's address for notices pursuant to Section 11
hereof, and (b) at any time that Timothy S. Durham is not an officer or director
of Grantor, any party designated as the "Designated Officer" in writing by
Grantor to Secured Party pursuant to Section 11 hereof (provided, however, that
such party shall be one of the Series B Directors (as such term is defined in
the Voting Agreement) other than Daniel S. Laikin.

"Documents" means all "documents," as such term is defined in the Code, now
owned or hereafter acquired by Grantor, wherever located.

"Dollars" or "$" means lawful currency of the United States of America.

"Employment Agreement" has the meaning set forth in the Recitals hereto.

"Equipment" means all "equipment," as such term is defined in the Code, now
owned or hereafter acquired by Grantor, wherever located and, in any event,
including all Grantor's machinery and equipment, including processing equipment,
conveyors, machine tools, data processing and computer equipment, including
embedded software and peripheral equipment and all engineering, processing and
manufacturing equipment, office


<PAGE>


machinery, furniture, materials handling equipment, tools, attachments,
accessories, automotive equipment, trailers, trucks, forklifts, molds, dies,
stamps, motor vehicles, rolling stock and other equipment of every kind and
nature, trade fixtures and fixtures not forming a part of real property,
together with all additions and accessions thereto, replacements therefor, all
parts therefor, all substitutes for any of the foregoing, fuel therefor, and all
manuals, drawings, instructions, warranties and rights with respect thereto, and
all products and proceeds thereof and condemnation awards and insurance proceeds
with respect thereto.

"Equity Security" means (a) in the case of a corporation, corporate stock, (b)
in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock, (c) in the case of a partnership, partnership interests (whether general
or limited), (d) in the case of a limited liability company, limited liability
company interests, (e) any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person and (f) any stock or security
that is directly or indirectly convertible into, exercisable for, or
exchangeable for any of the securities described in clauses (a), (b), (c), (d)
and (e) above, including without limitation any option, warrant or exchangeable
debt security.

"Event of Default" means (a) the failure by Grantor to pay any amounts when due
to Secured Party under the Employment Agreement, the Indemnity Agreement or the
Registration Rights Agreement, which failure continues for a period of ten (10)
days after written notice of such failure is given by Secured Party to the
Designated Officer at the Designated Officer's address for notices pursuant to
Section 11 hereof; (b) any Event of Default (as defined therein) under the
Severance Note, (c) any material breach of any obligation of Grantor to
Executive pursuant to this Agreement, the Employment Agreement, the Indemnity
Agreement, or the Registration Rights Agreement not constituting a payment
obligation (other than any such breach occurring while Secured Party is employed
as the President of Grantor in which such breach Secured Party directly
participated or which was approved (A) in writing by Secured Party as an officer
or director of Grantor in the case of any Event of Default Designated Breach,
(B) by Secured Party as an officer or director of Grantor in the case of any
such breach not constituting an Event of Default Designated Breach or (C) by
Secured Party's vote in favor of such breach at a meeting of Grantor's Board of
Directors (which such vote is reflected in the approved minutes of the meeting),
which (I) in the case of any Designated Breach, continues for a period of ten
(10) days after the earlier of (X) the date upon which the Designated Officer
had actual knowledge of such breach or (Y) the date upon which Executive gives
written notice of such breach to the Designated Officer at the Designated
Officer's address pursuant to Section 11 hereof and (II) in the case of any such
breach other than a Designated Breach, continues for a period of 10 days after
the date upon which Executive gives written notice of such breach to the
Designated Officer of the Company at the Designated Officer's address pursuant
to Section 11 hereof; or (d) the bankruptcy, insolvency, or liquidation of
Grantor.

"Event of Default Designated Breach" means any breach by Grantor of Sections 6
or 9(h) of the Employment Agreement, any breach by the Grantor of Sections
5(a)(ii) (as it


<PAGE>


relates to a pledge of Grantor's equity interests with respect to any
Subsidiary), 5(a)(ix), 5(f), 5(g), 5(i), 5(j), 5(k), 5(l) or 16 of this
Agreement, any breach by Grantor of any obligation of Grantor to Executive
pursuant to the Registration Rights Agreement not constituting a payment
obligation, and any breach by Grantor of any obligation of Grantor to Executive
pursuant to the Indemnity Agreement not constituting a payment obligation.

"Fixtures" means all "fixtures" as such term is defined in the Code, now owned
or hereafter acquired by Grantor.

"GAAP" means generally accepted accounting principles in the United States of
America consistently applied.

"General Intangibles" means all "general intangibles," as such term is defined
in the Code, now owned or hereafter acquired by Grantor, including all right,
title and interest that Grantor may now or hereafter have in or under any
Contract, all payment intangibles, customer lists, Licenses, Copyrights,
Trademarks, Patents, and all applications therefor and reissues, extensions or
renewals thereof, rights in Intellectual Property (including any collateral,
allied, subsidiary or merchandising rights appurtenant or related to any Product
or rights to distribute, sell, rent, license the exhibition of, and otherwise
exploit and turn to account any Product), interests in partnerships, joint
ventures and other business associations, licenses, permits, copyrights, trade
secrets, proprietary or confidential information, inventions (whether or not
patented or patentable), technical information, procedures, designs, knowledge,
know-how, software, data bases, data, skill, expertise, experience, processes,
models, drawings, materials and records, goodwill (including the goodwill
associated with any Trademark or Trademark License), all rights and claims in or
under insurance policies (including insurance for fire, damage, loss and
casualty, whether covering personal property, real property, tangible rights or
intangible rights, all liability, life, key man and business interruption
insurance, and all unearned premiums), uncertificated securities, choses in
action, deposit, checking and other bank accounts, rights to receive tax refunds
and other payments, rights to receive dividends, distributions, cash,
Instruments and other property in respect of or in exchange for pledged Stock
and Investment Property, rights of indemnification, all books and records,
correspondence, credit files, invoices and other papers, including without
limitation all tapes, cards, computer runs and other papers and documents in the
possession or under the control of Grantor or any computer bureau or service
company from time to time acting for Grantor.

"Goods" means all "goods" as defined in the Code, now owned or hereafter
acquired by Grantor, wherever located, including embedded software to the extent
included in "goods" as defined in the Code.

"Indemnified Proceeding" means any litigation, arbitration or other case or
proceeding pursuant to which Secured Party has or potentially could have a right
to contribution or indemnity from the Company pursuant to the Registration
Rights Agreement or the Indemnity Agreement.


<PAGE>


"Indemnity Agreement" has the meaning set forth in the Recitals hereto.

"Instruments" means all "instruments," as such term is defined in the Code, now
owned or hereafter acquired by Grantor, wherever located, and, in any event,
including all certificated securities, all certificates of deposit, and all
promissory notes and other evidences of indebtedness, other than instruments
that constitute, or are a part of a group of writings that constitute, Chattel
Paper.

"Intellectual Property" means any and all Licenses, Patents, Copyrights,
Trademarks, and the goodwill associated with such Trademarks.

"Inventory" means all "inventory," as such term is defined in the Code, now
owned or hereafter acquired by Grantor, wherever located, and in any event
including inventory, merchandise, goods and other personal property that are
held by or on behalf of Grantor for sale or lease or are furnished or are to be
furnished under a contract of service, or that constitute raw materials, work in
process, finished goods, returned goods, or materials or supplies of any kind,
nature or description used or consumed or to be used or consumed in Grantor's
business or in the processing, production, packaging, promotion, delivery or
shipping of the same, including all supplies and embedded software.

"Investment Property" means all "investment property" as such term is defined in
the Code now owned or hereafter acquired by Grantor, wherever located, including
(i) all securities, whether certificated or uncertificated, including stocks,
bonds, interests in limited liability companies, partnership interests,
treasuries, certificates of deposit, and mutual fund shares; (ii) all securities
entitlements of Grantor, including the rights of Grantor to any securities
account and the financial assets held by a securities intermediary in such
securities account and any free credit balance or other money owing by any
securities intermediary with respect to that account; (iii) all securities
accounts of Grantor; (iv) all commodity contracts of Grantor; and (v) all
commodity accounts held by Grantor.

"Letter-of-Credit Rights" means "letter-of-credit rights" as such term is
defined in the Code, now owned or hereafter acquired by Grantor, including
rights to payment or performance under a letter of credit, whether or not
Grantor, as beneficiary, has demanded or is entitled to demand payment or
performance.

"License" means any Copyright License, Patent License, Trademark License or
other license of rights or interests now held or hereafter acquired by Grantor.

"Lien" means any mortgage or deed of trust, pledge, hypothecation, assignment,
deposit arrangement, lien, charge, claim, security interest, easement or
encumbrance, or preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any lease or title
retention agreement, any financing lease having substantially the same economic
effect as any of the foregoing, and the filing of, or agreement to give, any
financing statement perfecting a security interest under the Code or comparable
law of any jurisdiction).


<PAGE>


"Notice of Security Interest in Copyrights" and "Notice of Security Interest in
Patents and Trademarks" are each defined in Section 5(c)(v).

"Obligations" means all loans, advances, debts, liabilities and obligations for
the performance of covenants, tasks or duties or for payment of monetary amounts
(whether or not such performance is then required or contingent, or such amounts
are liquidated or determinable) owing by Grantor to Secured Party, and all
covenants and duties regarding such amounts, of any kind or nature, present or
future, whether or not evidenced by any note, agreement or other instrument,
arising under the Employment Agreement (including without limitation the
Severance Note), the Indemnity Agreement, the Registration Rights Agreement,
this Security Agreement or any other agreement executed in connection with the
foregoing (except the Absolute Assignment relating to National Lampoon's Van
Wilder). This term includes all principal, interest (including all interest that
accrues after the commencement of any case or proceeding by or against Grantor
in bankruptcy, whether or not allowed in such case or proceeding), Charges,
expenses, attorneys' fees and any other sum chargeable to Grantor under the
Employment Agreement (including without limitation the Severance Note), the
Indemnity Agreement, the Registration Rights Agreement, this Security Agreement
or any other agreement heretofore or hereafter executed by Grantor in favor of
Secured Party (except the Absolute Assignment relating to National Lampoon's Van
Wilder).

"Patent License" means rights under any written agreement now owned or hereafter
acquired by Grantor granting any right with respect to any invention on which a
Patent is in existence.

"Patents" means all of the following in which Grantor now holds or hereafter
acquires any interest: (a) all letters patent of the United States or of any
other country, all registrations and recordings thereof, and all applications
for letters patent of the United States or of any other country, including
registrations, recordings and applications in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any
State, or any other country, and (b) all reissues, continuations,
continuations-in-part or extensions thereof.

"Permitted Encumbrances" means the following encumbrances: (a) Liens for taxes
or assessments or other governmental Charges not yet due and payable or which
are being contested in good faith by Grantor; (b) pledges or deposits of money
securing statutory obligations under workmen's compensation, unemployment
insurance, social security or public liability laws or similar legislation; (c)
pledges or deposits of money securing bids, tenders, contracts (other than
contracts for the payment of money) or leases to which Grantor is a party as
lessee made in the ordinary course of business; (d) inchoate and unperfected
guild, workers', mechanics' or similar liens arising in the ordinary course of
business; (e) carriers', warehousemen's, suppliers' or other similar possessory
liens arising in the ordinary course of business and securing liabilities in an
outstanding aggregate amount not in excess of $25,000 at any time, so long as
such Liens attach only to Inventory; (f) deposits securing, or in lieu of,
surety, appeal or customs bonds in


<PAGE>


proceedings to which Grantor is a party; and (g) presently existing or hereafter
created Liens in favor of Secured Party.

"Permitted Junior Lien" means a lien or encumbrance on the Collateral (a) that
is in all respects junior in priority to the Liens granted to Secured Party
pursuant hereto and (b) that is granted to a financial institution as part of a
financing transaction in which the Grantor incurs funded indebtedness.

"Person" means any individual, sole proprietorship, partnership, joint venture,
trust, unincorporated organization, association, corporation, limited liability
company, institution, public benefit corporation, other entity or government
(whether federal, state, county, city, municipal, local, foreign, or otherwise,
including any instrumentality, division, agency, body or department thereof).

"Proceeds" means "proceeds," as such term is defined in the Code, including (a)
any and all proceeds of any insurance, indemnity, warranty or guaranty payable
to Grantor from time to time with respect to any of the Collateral, (b) any and
all payments (in any form whatsoever) made or due and payable to Grantor from
time to time in connection with any requisition, confiscation, condemnation,
seizure or forfeiture of all or any part of the Collateral by any Governmental
Authority (or any Person acting under color of governmental authority), (c) any
claim of Grantor against third parties (i) for past, present or future
infringement of any Patent or Patent License, or (ii) for past, present or
future infringement or dilution of any Copyright, Copyright License, Trademark
or Trademark License, or for injury to the goodwill associated with any
Trademark or Trademark License, (d) any recoveries by Grantor against third
parties with respect to any litigation or dispute concerning any of the
Collateral including claims arising out of the loss or nonconformity of,
interference with the use of, defects in, or infringement of rights in, or
damage to, Collateral, (e) all amounts collected on, or distributed on account
of, other Collateral, including dividends, interest, distributions and
Instruments with respect to Investment Property and pledged Stock, and (f) any
and all other amounts, rights to payment or other property acquired upon the
sale, lease, license, exchange or other disposition of Collateral and all rights
arising out of Collateral.

"Product" means, without limitation, the cinematographic film photoplay and
sound records thereof, as well as trailers and clips thereof, produced by means
of any photographic, electronic, mechanical or other processes or devises now or
hereafter known, invented, used or contemplated, by which photographs, films,
drawings, images or other visual reproductions or representations are or may be
printed, imprinted, recorded or otherwise preserved on film, tape or any other
material of any description (whether translucent or not) for later projection,
exhibition or transmission by any means or media now known or hereafter devised,
in such manner that the same are or appear to be in motion or in sequence on a
screen, mirror, tube or other medium or device, whether or not accompanied by
sound record, relating to assets owned by Grantor.

"Registration Rights Agreement" has the meaning set forth in the Recitals
hereto.


<PAGE>


"Security Agreement" means the Security Agreement of even date herewith by and
between Grantor and Secured Party, as the same may be amended, supplemented,
restated or otherwise modified from time to time.

"Severance Note" means the Promissory Note issued or to be issued to Secured
Party pursuant to the terms of the Employment Agreement, in substantially the
form attached thereto as Exhibit A.

"Software" means all "software" as such term is defined in the Code, now owned
or hereafter acquired by Grantor, other than software embedded in any category
of Goods, including all computer programs and all supporting information
provided in connection with a transaction related to any program.

"Solvent" means, with respect to any Person on a particular date, that on such
date (a) at fair valuations, all of the properties and assets of such Person are
greater than the sum of the debts, including contingent liabilities, of such
Person, (b) the present fair salable value of the properties and assets of such
Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c)
such Person is able to realize upon its properties and assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts beyond such Person's ability to pay
as such debts mature, and (e) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's properties and assets would constitute unreasonably small capital
after giving due consideration to the prevailing practices in the industry in
which such Person is engaged. In computing the amount of contingent liabilities
at any time, it is intended that such liabilities will be computed at the amount
that, in light of all the facts and circumstances existing at such time,
represents the amount that reasonably can be expected to become an actual or
matured liability.

"Stock" means all shares, options, warrants, general or limited partnership
interests, membership interests or other equivalents (regardless of how
designated) of or in a corporation, partnership, limited liability company or
equivalent entity whether voting or nonvoting, including common stock, preferred
stock or any other "equity security" (as such term is defined in Rule 3a11-1 of
the General Rules and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934).

"Subsidiary" means any Person of which equity securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions is owned or controlled,
directly or indirectly, by Grantor, one or more Subsidiaries of Grantor, or any
combination thereof.

"Supporting Obligations" means all "supporting obligations" as such term is
defined in the Code, including letters of credit and guaranties issued in
support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments,
or Investment Property.


<PAGE>


"Termination Date" means (i) the date on which all Obligations for the payment
of money of Grantor to Secured Party under the Employment Agreement (including
without limitation any such obligations under the Severance Note) have been paid
in full in cash, if as of such date no Indemnified Proceeding is pending and
(ii) if as of the date on which all Obligations for the payment of money of
Grantor to Secured Party under the Employment Agreement (including without
limitation any such obligations under the Severance Note) have been paid in full
in cash, there is any Indemnified Proceeding pending, then upon the date on
which all Obligations for the payment of money of Grantor to Secured Party with
respect to such Indemnified Proceeding have been indefeasibly paid in full in
cash.

"Trademark License" means rights under any written agreement now owned or
hereafter acquired by Grantor granting any right to use any Trademark.

"Trademarks" means all of the following now owned or hereafter existing or
adopted or acquired by Grantor: (a) all trademarks, trade names, corporate
names, business names, trade styles, service marks, logos, other source or
business identifiers, prints and labels on which any of the foregoing have
appeared or appear, designs and general intangibles of like nature (whether
registered or unregistered), all registrations and recordings thereof, and all
applications in connection therewith, including registrations, recordings and
applications in the United States Patent and Trademark Office or in any similar
office or agency of the United States, any state or territory thereof, or any
other country or any political subdivision thereof; (b) all reissues, extensions
or renewals thereof; and (c) all goodwill associated with or symbolized by any
of the foregoing.

"Voting Agreement" means the Voting Agreement dated as of May 17, 2002 among
Secured Party and certain other shareholders of Grantor.

"Wholly-Owned Subsidiary" means any Subsidiary of which one hundred percent
(100%) of the voting stock, membership interests, or other equity interests
having ordinary voting power to elect directors or other persons performing
similar functions is owned or controlled, directly or indirectly, by Grantor or
one ore more Wholly-Owned Subsidiaries of Grantor.

        All undefined terms contained herein shall, unless the context indicates
otherwise, have the meanings provided for by the Code to the extent the same are
used or defined therein; in the event that any term is defined differently in
different Articles of the Code, the definition contained in Article 9 shall
control. Unless otherwise specified, references in the Security Agreement to a
Section, subsection section or clause refer to such Section, subsection section
or clause as contained in the Security Agreement. The words "herein," "hereof"
and "hereunder" and other words of similar import refer to the Security
Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same
may from time to time be amended, restated, modified or supplemented, and not to
any particular section, subsection section or clause contained in the Security
Agreement or any such Annex, Exhibit or Schedule.

        Wherever from the context it appears appropriate, each term stated in
either the


<PAGE>


singular or plural shall include the singular and the plural, and pronouns
stated in the masculine, feminine or neuter gender shall include the masculine,
feminine and neuter genders. The words "including", "includes" and "include"
shall be deemed to be followed by the words "without limitation"; the word "or"
is not exclusive; references to Persons include their respective successors and
assigns or, in the case of governmental Persons, Persons succeeding to the
relevant functions of such Persons; and all references to statutes and related
regulations shall include any amendments of the same and any successor statutes
and regulations. Whenever any provision in this Security Agreement refers to the
knowledge (or an analogous phrase) of Grantor, such words are intended to
signify that Grantor has actual knowledge or awareness of a particular fact or
circumstance or that Grantor, if it had exercised reasonable diligence, would
have known or been aware of such fact or circumstance.


<PAGE>


                                   SCHEDULE I
                                       TO
                               SECURITY AGREEMENT
                              FILING JURISDICTIONS

                               State of California


<PAGE>


                                   SCHEDULE II
                                       TO
                               SECURITY AGREEMENT
             INSTRUMENTS, CHATTEL PAPER, AND LETTER-OF-CREDIT RIGHTS

[None]


<PAGE>


                                  SCHEDULE III
                                       TO
                               SECURITY AGREEMENT
                SCHEDULE OF OFFICES, LOCATIONS OF COLLATERAL AND
                          RECORDS CONCERNING COLLATERAL

I.      Grantor's official name: J2 Communications

II.     Type of entity (e.g., corporation, partnership, business trust, limited
        partnership, limited liability company): Corporation

III.    Organizational identification number issued by Grantor's state of
        incorporation or organization or a statement that no such number has
        been issued: 1367583

IV.     State or Incorporation of Grantor: California

V.      Chief Executive Office and principal place of business of Grantor:

               10850 Wilshire Boulevard, Suite 1000
               Los Angeles, California 90024

VI.     Corporate Offices of Grantor:

               10850 Wilshire Boulevard, Suite 1000
               Los Angeles, California 90024

VII.    Warehouses: None

VIII.   Other Premises at which Collateral is Stored or Located: None

IX.     Locations of Records Concerning Collateral:

               10850 Wilshire Boulevard, Suite 1000
               Los Angeles, California 90024


<PAGE>


                                    EXHIBIT A
                                POWER OF ATTORNEY

        This Power of Attorney is executed and delivered by J2 Communications
("Grantor") to James P. Jimirro (hereinafter referred to as "Attorney"), as
Secured Party, under a Security Agreement, dated as of __________ __, 2002, and
other related documents (the "Loan Documents"). No person to whom this Power of
Attorney is presented, as authority for Attorney to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
Grantor as to the authority of Attorney to take any action described below, or
as to the existence of or fulfillment of any condition to this Power of
Attorney, which is intended to grant to Attorney unconditionally the authority
to take and perform the actions contemplated herein, and Grantor irrevocable
waives any right to commence any suit or action, in law or equity, against any
person or entity which acts in reliance upon or acknowledges the authority
granted under this Power of Attorney. The power of attorney granted hereby is
coupled with an interest, and may not be revoked or canceled by Grantor without
Attorney's written consent.

        Grantor hereby irrevocably constitutes and appoints Attorney (and all
officers, employees or agents designated by Attorney), with full power of
substitution, as Grantor's true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of Grantor and in the
name of Grantor or in its own name, from time to time in Attorney's discretion,
to take any and all appropriate action and to execute and deliver any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of the Security Agreement and, without limiting the generality of the
foregoing, Grantor hereby grants to Attorney the power and right, on behalf of
Grantor, without notice to or assent by Grantor, and at any time, to do the
following: (a) change the mailing address of Grantor, open a post office box on
behalf of Grantor, open mail for Grantor, and ask, demand, collect, give
acquaintances and receipts for, take possession of, endorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, drafts
against debtors, assignments, verifications, and notices in connection with any
property of Grantor; (b) effect any repairs to any asset of Grantor, or continue
or obtain any insurance and pay all or any part of the premiums therefor and
costs thereof, and make, settle and adjust all claims under such policies of
insurance, and make all determinations and decisions with respect to such
policies; (c) pay or discharge any taxes, liens, security interests, or other
encumbrances levied or placed on or threatened against Grantor or its property;
(d) defend any suit, action or proceeding brought against Grantor if Grantor
does not defend such suit, action or proceeding or if Attorney believes that
Grantor is not pursuing such defense in a manner that will maximize the recovery
to Attorney, and settle, compromise or adjust any suit, action, or proceeding
described above and, in connection therewith, give such discharges or releases
as Attorney may deem appropriate; (e) file or prosecute any claim, litigation,
suit or proceeding in any court of competent jurisdiction or before any
arbitrator, or take any other action otherwise deemed appropriate by Attorney
for the purpose of collecting any and all such moneys due to Grantor whenever
payable and to enforce any other right in


<PAGE>


respect of Grantor's property; (f) cause the certified public accountants then
engaged by Grantor to prepare and deliver to Attorney at any time and from time
to time, promptly upon Attorney's request, the following reports: (1) a
reconciliation of all accounts, (2) an aging of all accounts, (3) trial
balances, (4) test verifications of such accounts as Attorney may request, and
(5) the results of each physical verification of inventory; (g) communicate in
its own name with any party to any Contract with regard to the assignment of the
right, title and interest of such Grantor in and under the Contracts and other
matters relating thereto; (h) to file such financing statements with respect to
the Security Agreement, with or without Grantor's signature, or to file a
photocopy of the Security Agreement in substitution for a financing statement,
as Secured Party may deem appropriate and to execute in Grantor's name such
financing statements and amendments thereto and continuation statements which
may require the Grantor's signature; and (i) execute any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral and to otherwise direct such sale or resale, all as though Attorney
were the absolute owner of the property of Grantor for all purposes, and to do,
at Attorney's option and Grantor's expense, at any time or from time to time,
all acts and other things that Attorney reasonably deems necessary to perfect,
preserve, or realize upon Grantor's property or assets and Attorney's Liens
thereon, all as fully and effectively as Grantor might do. Grantor hereby
ratifies, to the extent permitted by law, all that said Attorney shall lawfully
do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, this Power of Attorney is executed by Grantor, and
Grantor has caused its seal to be affixed pursuant to the authority of its board
of directors this _____ day of __________, 2002.

                                            GRANTOR:

                                            J2 COMMUNICATIONS

                                            By: ________________________________
                                            Name: ______________________________
                                            Title:  ____________________________


<PAGE>


                            NOTARY PUBLIC CERTIFICATE

On this _____ day of _______________, 2002, ____________________ who is
personally known to me appeared before me in his/her capacity as the
____________________ of J2 Communications ("Grantor") and executed on behalf of
Grantor the Power of Attorney in favor of James P. Jimirro to which this
Certificate is attached.


                                                   -----------------------------
                                                   Notary Public


<PAGE>


                                                              EXHIBIT 5(c)(v)(A)
                                     FORM OF
                     NOTICE OF SECURITY INTEREST IN PATENTS
                                 AND TRADEMARKS

        NOTICE IS HEREBY GIVEN that J2 Communications, a California corporation
(the "Grantor"), with an office located at 10850 Wilshire Boulevard, Suite 1000,
Los Angeles California 90024, and James P. Jimirro, an individual (the "Secured
Party") with an office located at 10787 Wilshire Blvd., Suite 1702, Los Angeles,
CA 90024, have entered into a Security Agreement dated as of ___________ ___,
2002 (the "Security Agreement").

        Pursuant to the Security Agreement, the Grantor has conveyed, pledged,
assigned and transferred to the Secured Party, and has granted to the Secured
Party, a security interest in, (a) the registered patents, applications for
registration of patents, and licenses of registered patents listed in Schedule A
hereto, (b) the registered trademarks and service marks, applications for
registration of trademarks and service marks, and licenses of registered
trademarks and service marks listed in Schedule B hereto, together with the
goodwill of the business symbolized thereby, (c) all actions for infringement
concerning the foregoing, and (d) all receivables arising out of the foregoing,
to secure the payment, performance and observance of the Obligations as defined
in the Security Agreement.

        The Commissioner of Patents and Trademarks is requested to record this
notice in its records.


Dated: ________________


                                            J2 COMMUNICATIONS


                                            By:__________________________
                                            Name: _______________________
                                            Title: ______________________


<PAGE>


                                   SCHEDULE A
                                       TO
              NOTICE OF SECURITY INTEREST IN PATENTS AND TRADEMARKS
                                      FROM
                                J2 COMMUNICATIONS

1.      PATENTS.

PATENT TITLE        INVENTOR          REGISTRATION NO.        REGISTRATION DATE

NONE

2.      APPLICATIONS FOR FEDERAL REGISTRATION OF PATENTS.

PATENT              INVENTOR          SERIAL NO.              FILING DATE

NONE


<PAGE>


                                   SCHEDULE B
                                       TO
              NOTICE OF SECURITY INTEREST IN PATENTS AND TRADEMARKS
                                      FROM
                                J2 COMMUNICATIONS

1. FEDERAL TRADEMARK AND SERVICE MARK REGISTRATIONS.

<TABLE>
<CAPTION>
----------------------- --------------- ----------- -------------- ---------------- -----------
CURRENT OWNER           MARK            REG. NO.    REGISTRATION   DESCRIPTION OF   STATUS
                                        SER. NO.    DATE           GOODS/SERVICES
----------------------- --------------- ----------- -------------- ---------------- -----------
<S>                     <C>             <C>         <C>            <C>              <C>
J2 Communications       NATIONAL        1,893,092   Registered:    Class 16:        Registered
                        LAMPOON'S                                  instruction
                        CHESS           74/437,015  05/09/1995     and user
                        MANIAC 5                                   manuals sold
                        BILLION AND                                in connection
                        1                                          with computer
                                                                   game programs
----------------------- --------------- ----------- -------------- ---------------- -----------
J2 Communications       NATIONAL        1,888,591   Registered:    Class 28:        Registered
                        LAMPOON'S                                  computer game
                        CHESS           74/442,321  04/11/1995     programs
                        MANIAC 5
                        BILLION AND
                        1
----------------------- --------------- ----------- -------------- ---------------- -----------
J2 Communications       NATIONAL        907,211     Registered:    First            Renewed
                        LAMPOON                     02/02/1971     Renewal:
                                        72/362,163                 05/28/1991
                                                                   Second Renewal:
                                                                   05/15/2001
                                                                   Class 16:
                                                                   magazine
----------------------- --------------- ----------- -------------- ---------------- -----------
</TABLE>


2.      TRADEMARK AND SERVICE MARK APPLICATIONS FOR FEDERAL REGISTRATION.

TRADEMARK/SERVICE    DESCRIPTION OF       APPLICATION NO.      REGISTRATION DATE
MARK                 GOODS/SERVICES

NONE


<PAGE>


                                   SCHEDULE A
                                       TO
                         NOTICE OF SECURITY INTEREST IN
                   AND COLLATERAL ASSIGNMENT OF COPYRIGHTS BY
                                J2 COMMUNICATIONS

1.      COPYRIGHT.

<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ------------ ---------------------
TITLE               DESCRIPTION       REG. NO.          REG. DATE    CLAIMANT
------------------- ----------------- ----------------- ------------ ---------------------
<S>                 <C>               <C>               <C>          <C>
Heidi Miller's      Videocassette     PA-386-058        08/15/1988   J2 Communications
body sculpting
------------------- ----------------- ----------------- ------------ ---------------------
How to have a       Videocassette     PA-387-814        08/15/1988   J2 Communications
moneymaking
garage sale
------------------- ----------------- ----------------- ------------ ---------------------
Smart cookies       Videocassette     PA-388-027        08/15/1988   J2 Communications
don't crumble
------------------- ----------------- ----------------- ------------ ---------------------
Chef Paul           Videocassettes    PA-388-030        08/15/1988   J2 Communications
Prudhomme's
Louisiana kitchen
------------------- ----------------- ----------------- ------------ ---------------------
Franco Columbu's    Videocassette     PA-388-031        08/15/1988   J2 Communications
Superset shape-up
------------------- ----------------- ----------------- ------------ ---------------------
Tracy Scoggins'     Videocassette     PA-410-491        08/15/1988   J2 Communications
Tough stuff
------------------- ----------------- ----------------- ------------ ---------------------
Teen Steam          Videocassette     PA-411-068        08/15/1988   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Ball talk:                                              04/25/1989   J2 Communications
baseball's voices   Videocassette     PA-418-830
of summer
------------------- ----------------- ----------------- ------------ ---------------------
Stand-up Reagan     Videocassette     PA-418-867        04/25/1989   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Debby Boone's       Videocassettes    PA-455-172        02/19/1989   J2 Communications
Huga-long songs
------------------- ----------------- ----------------- ------------ ---------------------
Cybercops:          Web site          PA-1-000-987      08/02/2000   J2 Communications
episode 1.
------------------- ----------------- ----------------- ------------ ---------------------
Gunnerville High.   Web site          PA-1-003-663      08/02/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Ain't no time.      Sound cassette    PAu-1-742-811     02/25/1993   J2 Communications
                    + lyrics sheet
------------------- ----------------- ----------------- ------------ ---------------------
Rainbow TV: the     Sound cassette    SR-276-732        01/20/2000   J2 Communications
all-inclusive
network.
------------------- ----------------- ----------------- ------------ ---------------------
</TABLE>
<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ------------ ---------------------
TITLE               DESCRIPTION       REG. NO.          REG. DATE    CLAIMANT
------------------- ----------------- ----------------- ------------ ---------------------
<S>                 <C>               <C>               <C>          <C>
Gunnerville High    Sound cassette    SR-276-734        01/20/2000   J2 Communications
School.
</TABLE>


<PAGE>

<TABLE>
<S>                 <C>               <C>               <C>          <C>
------------------- ----------------- ----------------- ------------ ---------------------
Editor's rant.      Sound cassette    SR-276-735        01/20/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Apocalyptic Al.     Sound cassette    SR-276-746        01/20/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Or we'll shoot      Sound cassette    SR-276-747        01/20/2000   J2 Communications
this dog.
------------------- ----------------- ----------------- ------------ ---------------------
Jenni.cam           Sound cassette    SR-276-748        01/20/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
NLBS.               Sound cassette    SR-276-750        01/20/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Fantasy loser's     Sound cassette    SR-276-751        01/20/2000   J2 Communications
league.
------------------- ----------------- ----------------- ------------ ---------------------
National Lampoon    Book              TX-3-984-295      12/12/1994   J2 Communications
totally true
facts: a
brand-new
collection of
absurd but-true
real-life funny
stuff
------------------- ----------------- ----------------- ------------ ---------------------
National Lampoon's  Book              TX-4-051-392      11/02/1995   J2 Communications
truly twisted
cartoons:
if it's
tasteless, it's in
here
------------------- ----------------- ----------------- ------------ ---------------------
National Lampoon    Book              TX-4-171-211      12/22/1995   J2 Communications
presents true
facts: the
big book: the
complete,
unexpurgated
assembly of
amazing ads,
stupefying signs,
weird wedding
announcements,
and other
absurd-but-true
samples of real-
life funny stuff
------------------- ----------------- ----------------- ------------ ---------------------
National            Book              TX-4-254-012      10/17/1995   J2 Communications
Lampoon's white
bread snaps.
------------------- ----------------- ----------------- ------------ ---------------------
National Lampoon    Printout          TX-5-054-405      02/10/2000   J2 Communications
virtual candidate
2000.
------------------- ----------------- ----------------- ------------ ---------------------
Trash tattoo.       Page              TX-5-067-799      02/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
</TABLE>

<TABLE>
<CAPTION>
------------------- ----------------- ----------------- ------------ ---------------------
TITLE               DESCRIPTION       REG. NO.          REG. DATE    CLAIMANT
------------------- ----------------- ----------------- ------------ ---------------------
<S>                 <C>               <C>               <C>          <C>
</TABLE>


<PAGE>


<TABLE>
<S>                 <C>               <C>               <C>          <C>
------------------- ----------------- ----------------- ------------ ---------------------
Smash & grab.       Web site          TX-5-357-156      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Jenni.cam.          Web site          TX-5-357-157      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
News on the march.  Web site          TX-5-357-158      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Virtual candidate   Artwork for       VA-1-021-500      02/10/2000   J2 Communications
2000.               website
------------------- ----------------- ----------------- ------------ ---------------------
Enter this site     Photoprint        VA-1-058-221      01/28/2000   J2 Communications
or we'll shoot
this dog
------------------- ----------------- ----------------- ------------ ---------------------
Gunnerville High    Photoprint        VA-1-058-222      01/28/2000   J2 Communications
School.
------------------- ----------------- ----------------- ------------ ---------------------
Flashbacks.         Computer graphic  VA-1-058-223      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Editor's rant.      Photoprint        VA-1-058-224      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Apocalyptic Al      Computer          VA-1-058-225      01/28/2000   J2 Communications
                    Graphics
------------------- ----------------- ----------------- ------------ ---------------------
Adelphian Lodge.    Computer          VA-1-058-226      01/28/2000   J2 Communications
                    Graphics
------------------- ----------------- ----------------- ------------ ---------------------
Stick it to em.     Computer          VA-1-058-227      01/28/2000   J2 Communications
                    Graphics
------------------- ----------------- ----------------- ------------ ---------------------
Jenni.cam           Photoprint        VA-1-058-228      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Rainbow TV -- the   Photoprints &     VA-1-058-229      01/28/2000   J2 Communications
all-inclusive       Computer
network.            graphics
------------------- ----------------- ----------------- ------------ ---------------------
Worldwide waste     Computer graphic  VA-1-058-230      01/28/2000   J2 Communications
of time.
------------------- ----------------- ----------------- ------------ ---------------------
Voyercam.           Computer graphic  VA-1-058-231      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Trash tattoo.       Computer graphic  VA-1-058-232      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Cybercops.          Computer graphic  VA-1-058-233      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Gunnerville High    Computer graphic  VA-1-058-234      01/28/2000   J2 Communications
School.
------------------- ----------------- ----------------- ------------ ---------------------
NLBS.               Computer graphic  VA-1-058-235      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
Fantasy Loser's     Computer graphic  VA-1-058-236      01/28/2000   J2 Communications
League.
------------------- ----------------- ----------------- ------------ ---------------------
Smash & grab.       Computer graphic  VA-1-058-237      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
The dregs           Web site          TX 5-092-744      01/28/2000   J2 Communications
------------------- ----------------- ----------------- ------------ ---------------------
</TABLE>


<PAGE>


2. APPLICATIONS FOR COPYRIGHT REGISTRATION.

COPYRIGHT TITLE              AUTHOR        APPLICATION NO.       FILING DATE

NONE


<PAGE>


                               EXHIBIT 5(c)(v)(B)
                                     FORM OF
                         NOTICE OF SECURITY INTEREST IN
                     AND COLLATERAL ASSIGNMENT OF COPYRIGHTS

        NOTICE IS HEREBY GIVEN that J2 COMMUNICATIONS, a California corporation
(the "Grantor"), with an office located at 10850 Wilshire Boulevard, Suite 1000,
Los Angeles California 90024, and James P. Jimirro, an individual (the "Secured
Party") with an office located at 10787 Wilshire Blvd., Suite 1702, Los Angeles,
CA 90024 have entered into a Security Agreement dated as of ___________ ___,
2002 (the "Security Agreement"; terms defined in the Security Agreement and not
otherwise defined herein are used herein as therein defined).

        To secure the Obligations described in the Security Agreement, Grantor
grants and pledges to Secured Party a security interest in all of Grantor's
right, title and interest in, to and under all Copyrights, whether now owned by
or owing to, or hereafter acquired by or arising in favor of Grantor including
without limitation all Copyrights listed on Schedule A, all Products related
thereto, and including without limitation all proceeds thereof (such as, by way
of example but not by way of limitation, license royalties and proceeds of
infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all
re-issues, divisions continuations, renewals, extensions and
continuations-in-part thereof.

        This security interest is granted in conjunction with the security
interest granted to Secured Party under the Security Agreement. The rights and
remedies of Secured Party with respect to the security interest granted hereby
are in addition to those set forth in the Security Agreement, and those which
are now or hereafter available to Secured Party as a matter of law or equity.
Each right, power and remedy of Secured Party provided for herein or in the
Security Agreement, or now or hereafter existing at law or in equity shall be
cumulative and concurrent and shall be in addition to every right, power or
remedy provided for herein and the exercise by Secured Party of any one or more
of the rights, powers or remedies provided for in this Intellectual Property
Security Agreement or the Security Agreement, or now or hereafter existing at
law or in equity, shall not preclude the simultaneous or later exercise by any
person, including Secured Party, of any or all other rights, powers or remedies.


Dated: ________________


                                                   J2 COMMUNICATIONS


                                                   By:__________________________
                                                   Name: _______________________
                                                   Title: ______________________

</TEXT>
</DOCUMENT>
