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                               SECURITY AGREEMENT

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     Security  Agreement  ("Agreement")  dated as of  March  21,  2001,  between

ULTRASOUND  TECHNICAL  SERVICES,  INC. D/B/A ULTRASOUND  DIAGNOSTIC  SCHOOLS,  a

corporation  organized  and  existing  under  the laws of the  State of New York

having its principal  office at 4400 Biscayne Blvd, 6th Floor,  Miami,  FL 33137

("Grantor"),  and MERRILL LYNCH BUSINESS  FINANCIAL SERVICES INC., a corporation

organized  and  existing  under the laws of the  State of  Delaware  having  its

principal office at 222 North LaSalle Street, Chicago, IL 60601 ("MLBFS").



     In order to induce MLBFS to extend or continue to extend  credit to WHITMAN

EDUCATION  GROUP,  INC.  D/B/A WHITMAN  EDUCATION  GROUP F/K/A  WHITMAN  MEDICAL

CORPORATION  ("Customer")  under  the Loan  Agreements  (as  defined  below)  or

otherwise,  and for other  good and  valuable  consideration,  the  receipt  and

sufficiency of which is hereby acknowledged, Grantor hereby agrees with MLBFS as

follows:



1. DEFINITIONS



     (a)  Specific  Terms.  In  addition  to  terms  defined  elsewhere  in this

Agreement,  when used  herein  the  following  terms  shall  have the  following

meanings:



     (i) "Account  Debtor"  shall mean any party who is or may become  obligated

with respect to an Account or Chattel Paper.



     (ii) "Bankruptcy  Event" shall mean any of the following:  (A) a proceeding

under any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of

debt or receivership law or statute shall be filed or consented to by Grantor or

Customer;  or (B) any such proceeding shall be filed against Grantor or Customer

and shall not be dismissed or withdrawn within sixty (60) days after filing;  or

(C)  Grantor or  Customer  shall make a general  assignment  for the  benefit of

creditors;  or (D) Grantor or Customer  shall  generally fail to pay or admit in

writing  its  inability  to pay its debts as they  become due; or (E) Grantor or

Customer shall be adjudicated a bankrupt or insolvent.



     (iii)  "Business  Day" shall mean any day other  than a  Saturday,  Sunday,

federal  holiday or other day on which the New York Stock  Exchange is regularly

closed.



     (iv) "Collateral" shall mean all Accounts,  Chattel Paper, Contract Rights,

Inventory,   Equipment,   Fixtures,   General  Intangibles,   Deposit  Accounts,

Documents,  Instruments,  Financial  Assets and Investment  Property of Grantor,

howsoever  arising,  whether  now owned or  existing  or  hereafter  acquired or

arising, and wherever located;  together with all parts thereof (including spare

parts), all accessories and accessions thereto, all books and records (including

computer  records)  directly related thereto,  all proceeds thereof  (including,

without  limitation,  proceeds in the form of Accounts and insurance  proceeds),

and the additional collateral described in Section 7 (b) hereof.



     (v)  "Default"  shall mean an "Event of  Default",  as defined in Section 6

hereof, or any event which with the giving of notice,  passage of time, or both,

would constitute such an Event of Default.



     (vi) "Loan  Agreement"  shall mean: (a) that certain TERM LOAN AND SECURITY

AGREEMENT  No.  0103551501  between  MLBFS  and  Customer,   together  with  all

agreements,  instruments and documents executed pursuant thereto,  as any or all

of the same may from time to time be or have been amended, restated, extended or

supplemented.



     (vii) "Location of Tangible  Collateral"  shall mean the address of Grantor

set forth at the beginning of this Agreement, together with any other address or

addresses  set forth on any  exhibit  hereto  as being a  Location  of  Tangible

Collateral.



     (viii)  "Obligations"  shall mean all  liabilities,  indebtedness and other

obligations  of  Customer  or Grantor to MLBFS,  howsoever  created,  arising or

evidenced,  whether  now  existing  or  hereafter  arising,  whether  direct  or

indirect,  absolute or contingent, due or to become due, primary or secondary or

joint or several,  and, without  limiting the foregoing,  shall include interest

accruing  after the filing of any  petition in  bankruptcy,  and all present and

future  liabilities,  indebtedness  and  obligations  of Customer under the Loan

Agreements  and the  agreements,  instruments  and documents  executed  pursuant

thereto, and of Grantor under this Agreement.



     (ix) "Permitted Liens" shall mean with respect to the Collateral: (A) liens

for current  taxes not  delinquent,  other  non-consensual  liens arising in the

ordinary  course of  business  for sums not due,  and,  if MLBFS'  rights to and

interest in the Collateral are not  materially and adversely  affected  thereby,

any such liens for taxes or other  non-consensual  liens arising in the ordinary

course of business being contested in good faith by appropriate proceedings; (B)

liens in favor of MLBFS; and (C) any other liens expressly  permitted in writing

by MLBFS.



     (b) Other Terms. Except as otherwise defined herein, all terms used in this

Agreement which are defined in the Uniform  Commercial Code of Illinois  ("UCC")

shall have the meanings set forth in the UCC.





2. COLLATERAL



     (a)  Pledge  of  Collateral.  To  secure  payment  and  performance  of the

Obligations,  Grantor hereby pledges, assigns, transfers and sets over to MLBFS,

and grants to MLBFS a first lien and  security  interest  in and upon all of the

Collateral, subject only to Permitted Liens.



     (b) Liens.  Except upon the prior written  consent of MLBFS,  Grantor shall

not create or permit to exist any lien, encumbrance or security interest upon or

with  respect  to any  Collateral  now owned or  hereafter  acquired  other than

Permitted Liens.



     (c)  Performance  of   Obligations.   Grantor  shall  perform  all  of  its

obligations  owing  on  account  of or with  respect  to the  Collateral  in all

material  respects;  it being  understood that nothing herein,  and no action or

inaction  by  MLBFS,  under  this  Agreement  or  otherwise,  shall be deemed an

assumption by MLBFS of any of Grantor's said obligations.



     (d) Notice of Certain Events.  Grantor shall give MLBFS immediate notice of

any  attachment,  lien,  judicial  process,  encumbrance  or claim  affecting or

involving $25,000.00 or more of the Collateral.



     (e) Indemnification Grantor shall indemnify, defend and save MLBFS harmless

from and against any and all claims, losses, costs, expenses (including, without

limitation,  reasonable  attorneys'  fees and expenses),  demands,  liabilities,

penalties,  fines and forfeitures of any nature whatsoever which may be asserted

against or incurred by MLBFS  arising out of or in any manner  occasioned by (i)

the ownership,  use, operation,  condition or maintenance of any Collateral,  or

(ii) any  failure  by  Grantor  to  perform  any of its  obligations  hereunder;

excluding,  however,  from said indemnity any such claims,  losses, etc. arising

out of the  willful  wrongful  act or active  gross  negligence  of MLBFS.  This

indemnity  shall survive the  expiration or  termination of this Agreement as to

all matters arising or accruing prior to such expiration or termination.



     (f) Insurance.  Grantor shall insure all of the tangible Collateral with an

insurer or insurers  reasonably  acceptable to MLBFS, under a policy or policies

of physical damage insurance  reasonably  acceptable to MLBFS providing that (i)

losses  will be  payable to MLBFS as its  interests  may  appear  pursuant  to a

Lender's Loss Payable endorsement , and (ii) MLBFS will receive not less than 10

days  prior  written  notice of any  cancellation;  and  containing  such  other

provisions as may be reasonably  required by MLBFS.  Grantor shall maintain such

other  insurance as may be required by law or otherwise  reasonably  required by

MLBFS.  Grantor  shall  furnish  MLBFS with a copy or  certificate  of each such

policy or policies and, prior to any expiration or cancellation, each renewal or

replacement thereof.



     (g)  Event of  Loss.  Grantor  shall at its  expense  promptly  repair  all

reasonably  repairable damage to any tangible Collateral.  In the event that any

tangible  Collateral  is damaged  beyond  repair,  lost,  totally  destroyed  or

confiscated  (an "Event of Loss") and such  Collateral had a value prior to such

Event of Loss of  $25,000.00  or more,  then, on or before the first to occur of

(i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days

after the date on which  either  Grantor or MLBFS shall  receive any proceeds of

insurance on account of such Event of Loss, or any  underwriter  of insurance on

such tangible  Collateral shall advise either Grantor or MLBFS that it disclaims

liability in respect of such Event of Loss,  Grantor shall, at Grantor's option,

either  replace  the  Collateral  subject to such Event of Loss with  comparable

Collateral  free of all liens other than Permitted Liens (in which event Grantor

shall be entitled to utilize the  proceeds of insurance on account of such Event

of Loss for such purpose, and may retain any excess proceeds of such insurance),

or pay to MLBFS on account of the Obligations an amount equal to the actual cash

value of such  Collateral  as  determined  by either  the  applicable  insurance

company's  payment (plus any applicable  deductible) or, in absence of insurance

company  payment,  as  reasonably  determined  by  MLBFS.   Notwithstanding  the

foregoing,  if at the  time of  occurrence  of such  Event  of Loss or any  time

thereafter  prior to replacement or payment,  as aforesaid,  an Event of Default

shall have  occurred  and be  continuing  hereunder,  then MLBFS may at its sole

option, exercisable at any time while such Event of Default shall be continuing,

require  Grantor to either replace such  Collateral or make a payment on account

of the Obligations, as aforesaid.



     (h)  Sales  and  Collections.  So long as no Event of  Default  shall  have

occurred and be continuing,  Grantor may in the ordinary course of its business:

(i) sell any Inventory  normally  held by Grantor for sale,  (ii) use or consume

any materials and supplies normally held by Grantor for use or consumption,  and

(iii) collect all of its  Accounts.  Grantor shall take such action with respect

to protection of its Inventory and the other  Collateral  and the  collection of

its Accounts as MLBFS may from time to time reasonably request.





     (i) Account  Schedules.  Upon the request of MLBFS, made now or at any time

or times  hereafter,  Grantor shall  deliver to MLBFS,  in addition to the other

information required hereunder, a schedule identifying, for each Account and all

Chattel  Paper  subject to MLBFS'  security  interests  hereunder,  each Account

Debtor by name and address and amount,  invoice number and date of each invoice.

Grantor shall furnish to MLBFS such additional  information  with respect to the

Collateral,  and  amounts  received  by  Grantor  as  proceeds  of  any  of  the

Collateral, as MLBFS may from time to time reasonably request.



     (j) Location.  Except for movements in the ordinary course of its business,

Grantor  shall give MLBFS 30 days'  prior  written  notice of the  placing at or

movement of any tangible  Collateral  to any  location  other than a Location of

Tangible  Collateral.  In no event shall  Grantor  cause or permit any  tangible

Collateral  to be removed  from the United  States  without  the  express  prior

written consent of MLBFS.



     (k) Alterations and  Maintenance.  Except upon the prior written consent of

MLBFS, Grantor shall not make or permit any material alterations to any tangible

Collateral which might materially  reduce or impair its market value or utility.

Grantor shall at all times keep the tangible  Collateral  in good  condition and

repair,  reasonable wear and tear obsolescence  excepted, and shall pay or cause

to be paid all  obligations  arising  from the  repair and  maintenance  of such

Collateral, as well as all obligations with respect to each Location of Tangible

Collateral,  except for any such obligations  being contested by Grantor in good

faith by appropriate proceedings.



3. REPRESENTATIONS AND WARRANTIES



Grantor represents and warrants to MLBFS that:



     (a)  Organization.  Grantor is a  corporation  duly  organized  and validly

existing  in good  standing  under  the laws of the  State of New  York,  and is

qualified  to do  business  and in good  standing  in each other state where the

nature of its  business  or the  property  owned by it make  such  qualification

necessary.



     (b)  Execution,  Delivery  and  Performance.  The  execution,  delivery and

performance  by  Grantor  of this  Agreement  have been duly  authorized  by all

requisite  action, do not and will not violate or conflict with any law or other

governmental  requirement,  or any of the  agreements,  instruments or documents

which formed or governed Grantor,  and do not and will not breach or violate any

of the  provisions  of, and will not result in a default by Grantor  under,  any

other agreement, instrument or document to which it is a party or by which it or

its properties are bound.



     (c) Notice or Consent. Except as may have been given or obtained, no notice

to or consent or approval of any  governmental  body or authority or other third

party whatsoever (including, without limitation, any other creditor) is required

in connection  with the  execution,  delivery or  performance by Grantor of this

Agreement.



     (d) Valid and  Binding.  This  Agreement  is the legal,  valid and  binding

obligation  of Grantor,  enforceable  against it in  accordance  with its terms,

except as  enforceability  may be limited by  bankruptcy  and other similar laws

affecting the rights of creditors generally or by general principles of equity.



     (e)  Financial  Statements.  Except as  expressly  set forth in  Grantor 's

financial  statements,  all financial  statements of Grantor  furnished to MLBFS

have been prepared in conformity with generally accepted accounting  principles,

consistently  applied,  are true and correct,  and fairly  present the financial

condition  of it as at such  dates and the  results  of its  operations  for the

periods  then ended;  and since the most recent date  covered by such  financial

statements,  there has been no  material  adverse  change in any such  financial

condition or operation.



     (f) Litigation,  etc. Except as previously disclosed through Customer's SEC

filings, no litigation, arbitration,  administrative or governmental proceedings

are pending or threatened against Grantor, which would, if adversely determined,

materially and adversely affect the financial condition or continued  operations

of Grantor, or the liens and security interests of MLBFS hereunder.



     (g) Taxes. All federal, state and local tax returns, reports and statements

required  to  be  filed  by  Grantor  have  been  filed  with  the   appropriate

governmental  agencies and all taxes due and payable by Grantor have been timely

paid  (except  to the  extent  that  any  such  failure  to file or pay will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder or the financial condition or continued operations of Grantor).





     (h)  Collateral.  Grantor has good and marketable  title to the Collateral,

subject to  immaterial  imperfections  in title,  and,  except for any Permitted

Liens:  (i) none of the  Collateral  is  subject  to any  lien,  encumbrance  or

security  interest,  and (ii) upon the  filing of all  Uniform  Commercial  Code

financing  statements  executed by Grantor with respect to the  Collateral  or a

copy of this Agreement in the appropriate  jurisdiction(s) and/or the completion

of any other action  required by applicable  law to perfect is lien and security

interests,  MLBFS  will  have  valid and  perfected  first  liens  and  security

interests upon all of the Collateral.



     Each of the foregoing  representations  and warranties has been and will be

relied upon as an  inducement to MLBFS to advance funds or extend or continue to

extend  credit to  Customer,  and is  continuing  and shall be deemed  remade by

Grantor  concurrently  with each such advance or extension of credit by MLBFS to

Customer.



4. FINANCIAL AND OTHER INFORMATION



     Grantor  covenants  and agrees  that  Grantor  will  furnish or cause to be

furnished to MLBFS during the term of this  Agreement  such  financial and other

information  as may be required  by the Loan  Agreements  or any other  document

evidencing the Obligations or as MLBFS may from time to time reasonably  request

relating to Grantor or the Collateral.



5. OTHER COVENANTS



Grantor further agrees during the term of this Agreement that:



     (a) Financial Records; Inspection.  Grantor will: (i) maintain complete and

accurate books and records at its principal place of business,  and maintain all

of its financial  records in a manner  consistent with the financial  statements

heretofore  furnished  to  MLBFS,  or  prepared  on such  other  basis as may be

approved  in  writing by MLBFS;  and (ii)  permit  MLBFS or its duly  authorized

representatives,  upon reasonable notice and at reasonable times, to inspect its

properties (both real and personal), operations, books and records.



     (b)  Taxes.  Grantor  will pay when due all  taxes,  assessments  and other

governmental  charges,  howsoever  designated,  and all  other  liabilities  and

obligations,  except  to the  extent  that  any  such  failure  to pay  will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (c) Compliance With Laws and Agreements.  Grantor will not violate any law,

regulation or other governmental requirement, any judgment or order of any court

or governmental agency or authority, or any agreement, instrument or document to

which  it is a party  or by  which  it is  bound,  if any  such  violation  will

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (d)  Notification  By  Grantor.  Grantor  shall  provide  MLBFS with prompt

written notification of: (i) any Default;  (ii) any materially adverse change in

the business,  financial  condition or  operations  of Customer or Grantor;  and

(iii) any information which indicates that any financial  statements of Customer

or  Grantor  fail in any  material  respect  to  present  fairly  the  financial

condition  and  results  of  operations   purported  to  be  presented  in  such

statements. Each notification by Grantor pursuant hereto shall specify the event

or information causing such notification,  and, to the extent applicable,  shall

specify the steps being taken to rectify or remedy such event or information.



     (e) Notice of Change Grantor shall give MLBFS not less than 30 days prior

written notice of any change in the name (including any fictitious name) or

principal place of business of Grantor.



     (f)  Continuity.  Except  upon the prior  written  consent of MLBFS,  which

consent will not be unreasonably  withheld:  (i) Grantor shall not be a party to

any merger or  consolidation  with,  or  purchase  or  otherwise  acquire all or

substantially  all of the assets of, or any material stock,  partnership,  joint

venture or other equity interest in, any person or entity, or sell,  transfer or

lease all or any substantial part of its assets, if any such action would result

in either: (A) a material change in the principal business, ownership or control

of Grantor,  or (B) a material  adverse  change in the  financial  condition  or

operations  of Grantor;  (ii)  Grantor  shall  preserve its  existence  and good

standing in the  jurisdiction(s)  of establishment and operation;  (iii) Grantor

shall not  engage in any  material  business  substantially  different  from its

business in effect as of the date of  application  by  Customer  for credit from

MLBFS,  or cease  operating any such material  business;  (iv) Grantor shall not

cause or permit any other  person or entity to assume or succeed to any material

business or  operations  of Grantor;  and (iv) Grantor shall not cause or permit

any material change in its controlling ownership.





6. EVENTS OF DEFAULT



     The occurrence of any of the following events shall constitute an "Event of

Default" under this Agreement:



     (a) Event of Default  Under any Loan  Agreement.  An Event of Default shall

occur under the terms of any of the Loan

Agreements.



     (b)  Failure  to  Perform.  Grantor  shall  default in the  performance  or

observance  of any covenant or agreement on its part to be performed or observed

under this  Agreement  (not  constituting  an Event of  Default  under any other

clause of this  Section),  and such default  shall  continue  unremedied  for 10

Business  Days after  written  notice  thereof shall have been given by MLBFS to

Grantor.



     (c) Breach of  Warranty.  Any  representation  or warranty  made by Grantor

contained in this  Agreement  shall at any time prove to have been  incorrect in

any material respect when made.



     (d) Default Under Other Agreement. A default or Event of Default by Grantor

shall occur under the terms of any other agreement,  instrument or document with

or intended  for the benefit of MLBFS,  Merrill  Lynch,  Pierce,  Fenner & Smith

Incorporated  ("MLPF&S")  or any of their  affiliates,  and any required  notice

shall have been given and required passage of time shall have elapsed.



     (e) Seizure or Abuse of Collateral.  The  Collateral,  or any material part

thereof,  shall  be or  become  subject  to any  levy,  attachment,  seizure  or

confiscation which is not released within 10 Business Days.



(f) Bankruptcy Event. Any Bankruptcy Event shall occur.



     (g) Material Impairment. Any event shall occur which shall reasonably cause

MLBFS to in good faith  believe that the prospect of payment or  performance  by

Grantor  has  been  materially  impaired.  The  existence  of  such  a  material

impairment shall be determined in a manner consistent with the intent of Section

1-208 of the UCC.



     (h)  Acceleration of Debt to Other  Creditors.  Any event shall occur which

results in the  acceleration of the maturity of any  indebtedness of $100,000.00

or  more  of  Grantor  to  another  creditor  under  any  indenture,  agreement,

undertaking, or otherwise.



7. REMEDIES



     (a) Remedies Upon Default Upon the occurrence and during the continuance of

any Event of Default,  MLBFS may at its sole option do any one or more or all of

the  following,  at such  time  and in  such  order  as  MLBFS  may in its  sole

discretion choose:



     (i) Acceleration. MLBFS may declare all Obligations to be forthwith due and

payable,  whereupon  all such  amounts  shall be  immediately  due and  payable,

without presentment,  demand for payment,  protest and notice of protest, notice

of dishonor,  notice of  acceleration,  notice of intent to  accelerate or other

notice or  formality  of any kind,  all of which are  hereby  expressly  waived;

provided,  however,  that  upon  the  occurrence  of any  Bankruptcy  Event  all

Obligations shall automatically become due and payable without any action on the

part of MLBFS.



     (ii) Exercise Rights of Secured Party. MLBFS may exercise any or all of the

remedies of a secured party under applicable law, including, but not limited to,

the UCC, and any or all of its other rights and remedies under this Agreement.



     (iii) Possession.  MLBFS may require Grantor to make the Collateral and the

records pertaining to the Collateral available to MLBFS at a place designated by

MLBFS which is reasonably  convenient to Grantor,  or may take possession of the

Collateral and the records  pertaining to the Collateral  without the use of any

judicial process and without any prior notice to Grantor.



     (iv) Sale. MLBFS may sell any or all of the Collateral at public or private

sale upon such terms and  conditions as MLBFS may  reasonably  deem proper,  and

MLBFS may purchase any  Collateral at any such public sale; and the net proceeds

of any such public or private sale and all other amounts  actually  collected or

received  by MLBFS  pursuant  hereto,  after  deducting  all costs and  expenses

incurred at any time in the collection of the Obligations and in the protection,

collection  and sale of the  Collateral,  will be applied to the  payment of the

Obligations,  with any remaining proceeds paid to Grantor or whoever else may be

entitled thereto, and with Customer and each guarantor of Customer's obligations

remaining  jointly and severally  liable for any amount  remaining  unpaid after

such application.



     (v) Delivery of Cash,  Checks,  Etc. MLBFS may require Grantor to forthwith

upon  receipt,  transmit  and deliver to MLBFS in the form  received,  all cash,

checks,  drafts  and  other  instruments  for the  payment  of  money  (properly

endorsed,  where  required,  so that such items may be collected by MLBFS) which

may be  received  by  Grantor  at any  time in full or  partial  payment  of any

Collateral,  and require that Grantor not  commingle any such items which may be

so received by Grantor  with any other of its funds or property but instead hold

them separate and apart and in trust for MLBFS until delivery is made to MLBFS.







     (vi)  Notification of Account Debtors.  MLBFS may notify any Account Debtor

that its  Account or Chattel  Paper has been  assigned  to MLBFS and direct such

Account Debtor to make payment  directly to MLBFS of all amounts due or becoming

due with respect to such Account or Chattel Paper; and MLBFS may enforce payment

and collect, by legal proceedings or otherwise, such Account or Chattel Paper.



     (vii) Control of Collateral. MLBFS may otherwise take control in any lawful

manner of any cash or non-cash items of payment or proceeds of Collateral and of

any rejected,  returned, stopped in transit or repossessed goods included in the

Collateral and endorse Grantor name on any item of payment on or proceeds of the

Collateral,   and,  in  connection  therewith,   MLBFS  may  notify  the  postal

authorities  to change the address for delivery of mail  addressed to Grantor to

such address as MLBFS may designate.



     (b) Set-Off.  MLBFS shall have the further  right upon the  occurrence  and

during the continuance of an Event of Default to set-off,  appropriate and apply

toward payment of any of the Obligations,  in such order of application as MLBFS

may from  time to time and at any  time  elect,  any  cash,  credits,  deposits,

accounts,  financial  assets,  investment  property,  securities  and any  other

property  of Grantor  which is in transit  to or in the  possession,  custody or

control of MLBFS, MLPF&S or any agent,  bailee, or affiliate of MLBFS or MLPF&S.

Grantor hereby  collaterally  assigns and grants to MLBFS a security interest in

all such property as additional Collateral.



     (c)  Power of  Attorney.  Effective  upon the  occurrence  and  during  the

continuance of an Event of Default, Grantor hereby irrevocably appoints MLBFS as

its  attorney-in-fact,  with full power of substitution,  in its place and stead

and in its name or in the name of MLBFS,  to from  time to time in  MLBFS'  sole

discretion  take any action and to execute any  instrument  which MLBFS may deem

necessary or advisable to accomplish the purposes of this Agreement,  including,

but not limited to, to receive, endorse and collect all checks, drafts and other

instruments  for the  payment of money made  payable to Grantor  included in the

Collateral.



     (d) Remedies are Severable and Cumulative. All rights and remedies of MLBFS

herein are  severable  and  cumulative  and in addition to all other  rights and

remedies  available at law or in equity,  and any one or more of such rights and

remedies may be exercised  simultaneously  or successively.  Any notice required

under this  Agreement or under  applicable  law shall be deemed  reasonably  and

properly  given to Grantor if given at the  address and by any of the methods of

giving notice set forth in this Agreement at least 5 Business Days before taking

any action specified in such notice.



     (e) Notices.  To the fullest extent  permitted by applicable  law,  Grantor

hereby irrevocably waives and releases MLBFS of and from any and all liabilities

and  penalties  for  failure  of MLBFS to  comply  with any  statutory  or other

requirement  imposed upon MLBFS relating to notices of sale,  holding of sale or

reporting  of  any  sale,  and  Grantor  waives  all  rights  of  redemption  or

reinstatement  from any such sale.  MLBFS  shall have the right to  postpone  or

adjourn any sale or other  disposition  of Collateral at any time without giving

notice of any such postponed or adjourned date. In the event MLBFS seeks to take

possession of any or all of the  Collateral by court  process,  Grantor  further

irrevocably  waives to the  fullest  extent  permitted  by law any bonds and any

surety or  security  relating  thereto  required by any  statute,  court rule or

otherwise as an incident to such possession, and any demand for possession prior

to the commencement of any suit or action.



8. MISCELLANEOUS



     (a) Non-Waiver.  No failure or delay on the part of MLBFS in exercising any

right,  power or remedy  pursuant to this  Agreement  shall  operate as a waiver

thereof,  and no single or partial  exercise of any such right,  power or remedy

shall  preclude any other or further  exercise  thereof,  or the exercise of any

other  right,  power or  remedy.  Neither  any waiver of any  provision  of this

Agreement,  nor any  consent to any  departure  by Grantor  therefrom,  shall be

effective unless the same shall be in writing and signed by MLBFS. Any waiver of

any provision of this Agreement and any consent to any departure by Grantor from

the terms of this Agreement shall be effective only in the specific instance and

for the specific purpose for which given. Except as otherwise expressly provided

herein,  no notice to or demand on Grantor shall in any case entitle  Grantor to

any other or further notice or demand in similar or other circumstances.







     (b)  Communications.  All  notices  and other  communications  required  or

permitted  hereunder  shall  be  in  writing,  and  shall  be  either  delivered

personally,  mailed  by  postage  prepaid  certified  mail or  sent  by  express

overnight  courier or by  facsimile.  Such notices and  communications  shall be

deemed to be given on the date of personal delivery,  facsimile  transmission or

actual  delivery of certified  mail,  or one  Business Day after  delivery to an

express  overnight  courier.  Unless  otherwise  specified  in a notice  sent or

delivered in accordance with the terms hereof,  notices and other communications

in writing shall be given to the parties  hereto at their  respective  addresses

set forth at the  beginning  of this  Agreement,  and, in the case of  facsimile

transmission,  to the parties at their respective  regular  facsimile  telephone

number.



     (c) Costs,  Expenses and Taxes.  Grantor shall pay or reimburse  MLBFS upon

demand for: (i) all Uniform  Commercial Code filing and search fees and expenses

incurred  by  MLBFS  in  connection   with  the   verification,   perfection  or

preservation of MLBFS' rights  hereunder or in the Collateral;  (ii) any and all

stamp,  transfer and other taxes and fees payable or determined to be payable in

connection with the execution,  delivery and/or recording of this Agreement; and

(iii) all reasonable fees and out-of-pocket expenses (including, but not limited

to,  reasonable  fees and  expenses  of outside  counsel)  incurred  by MLBFS in

connection  with the  enforcement  of this Agreement or the protection of MLBFS'

rights hereunder, excluding, however, salaries and expenses of MLBFS' employees.

The  obligations of Grantor under this paragraph shall survive the expiration or

termination of this Agreement and the discharge of the other Obligations.



     (d) Right to Perform  Obligations.  If Grantor  shall fail to do any act or

thing which it has covenanted to do under this  Agreement or any  representation

or  warranty  on the  part of  Grantor  contained  in this  Agreement  shall  be

breached,  MLBFS may,  in its sole  discretion,  after 5 Business  Days  written

notice is sent to Grantor (or such lesser  notice,  including  no notice,  as is

reasonable  under  the  circumstances),  do the  same or  cause it to be done or

remedy any such breach,  and may expend its funds for such purpose.  Any and all

reasonable  amounts so expended by MLBFS shall be  repayable to MLBFS by Grantor

upon  demand,  with  interest  at the  highest  "Interest  Rate"  under the Loan

Agreements  under  any of the Loan  Agreements,  or the  highest  interest  rate

permitted by law,  whichever is less,  during the period from and  including the

date  funds  are so  expended  by MLBFS to the date of  repayment,  and any such

amounts  due and owing  MLBFS shall be  additional  Obligations.  The payment or

performance by MLBFS of any of Grantor's obligations hereunder shall not relieve

Grantor of said  obligations or of the  consequences  of having failed to pay or

perform the same, and shall not waive or be deemed a cure of any Default.



     (e) Further  Assurances.  Grantor agrees to do such further acts and things

and to execute and deliver to MLBFS such additional agreements,  instruments and

documents as MLBFS may  reasonably  require or deem  advisable to effectuate the

purposes  of this  Agreement,  or to  establish,  perfect  and  maintain  MLBFS'

security interests and liens upon the Collateral, including, but not limited to:

(i) executing financing  statements or amendments thereto when and as reasonably

requested  by  MLBFS;  and  (ii) if in the  reasonable  judgment  of MLBFS it is

required by local law, causing the owners and/or mortgagees of the real property

on which any  Collateral  may be located to execute and deliver to MLBFS waivers

or subordinations reasonably satisfactory to MLBFS with respect to any rights in

such Collateral.



     (f) Binding  Effect.  This Agreement  shall be binding upon Grantor and its

successors  and  assigns,  and  shall  inure to the  benefit  of  MLBFS  and its

successors and assigns.



     (g) Headings. Captions and section and paragraph headings in this Agreement

are  inserted  only as a  matter  of  convenience,  and  shall  not  affect  the

interpretation hereof.







     (h) Governing Law. This Agreement  shall be governed in all respects by the

laws of the State of Illinois.



     (i) Severability of Provisions.  Whenever possible,  each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under

applicable  law.  Any  provision  of  this  Agreement  which  is  prohibited  or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

only to the extent of such prohibition or unenforceability  without invalidating

the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or

enforceability of such provision in any other jurisdiction.



     (j) Term. This Agreement  shall become  effective upon acceptance by MLBFS,

and, subject to the terms hereof, shall continue in effect so long thereafter as

either MLBFS shall be committed to advance funds or extend credit to Customer or

there shall be any Obligations outstanding.



     (k)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more

counterparts which, when taken together, constitute one and the same agreement.



     (l) Jurisdiction; Waiver. GRANTOR acknowledges that this Agreement is being

accepted by MLBFS in partial  consideration  of MLBFS' right and option,  in its

sole discretion, to enforce this Agreement in either the State of Illinois or in

any other  jurisdiction  where GRANTOR or any collateral for the Obligations may

be located.  GRANTOR  IRREVOCABLY SUBMITS ITSELF to jurisdiction in the State of

Illinois and venue in any State or Federal  Court in the County of Cook for such

purposes, and GRANTOR waives any and all rights to contest said jurisdiction and

venue AND THE  CONVENIENCE  OF ANY SUCH FORUM,  AND ANY AND ALL RIGHTS TO REMOVE

SUCH ACTION FROM STATE TO FEDERAL  COURT.  GRANTOR  further waives any rights to

commence any action  against MLBFS in any  jurisdiction  except in the County of

Cook and State of Illinois.  MLBFS and GRANTOR hereby each  expressly  waive any

and all  rights to a trial by jury in any  action,  proceeding  or  counterclaim

brought BY either of the parties  against  the other  party with  respect to any

matter  relating  to,  arising  out of or in any way  connected  with  the  Loan

AgreementS,  this Agreement and/or any of the transactions which are the subject

matter of the Loan  AgreementS or this  Agreement.  GRANTOR  FURTHER  WAIVES THE

RIGHT TO BRING ANY NON-COMPULSORY COUNTERCLAIMS.



     (m)   Integration.   This   written   Agreement   constitutes   the  entire

understanding  and represents the full and final  agreement  between the parties

with  respect to the  subject  matter  hereof,  and may not be  contradicted  by

evidence of prior  written  agreements or prior,  contemporaneous  or subsequent

oral  agreements of the parties.  There are no unwritten oral  agreements of the

parties.  No  amendment or  modification  of this  Agreement  shall be effective

unless in a writing signed by both MLBFS and GRANTOR.



     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year

first above written.



ULTRASOUND TECHNICAL SERVICES, INC. D/B/A ULTRASOUND DIAGNOSTIC SCHOOLS





By: ____________________________________________________________________________

                  Signature (1)                      Signature (2)



- --------------------------------------------------------------------------------

                  Printed Name                       Printed Name



- --------------------------------------------------------------------------------

                  Title                              Title



Accepted at Chicago, Illinois:

MERRILL LYNCH BUSINESS FINANCIAL

SERVICES INC.





By: __________________________________________________________







                                    EXHIBIT A



     ATTACHED  TO AND HEREBY MADE A PART OF SECURITY  AGREEMENT  NO.  0103551501

BETWEEN MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. AND ULTRASOUND  TECHNICAL

SERVICES,       INC.       D/B/A       ULTRASOUND       DIAGNOSTIC       SCHOOLS

================================================================================





Locations of Tangible Collateral:



120 E. 16th Street, 2nd Floor

New York, NY  10003



One Old Country Road, Suite LL1

Carle Place, NY  11514



2269 Saw Mill River Road

Elmsford, NY  10523



675 US Route 1, 2nd Floor

Iselin, NJ  08830



3 Neshaminy Interplex, Suite 117

Trevose, PA  19053



8401 Corporate Drive, Suite 500

Landover, MD 20785



365 Caldwell Drive, 1st Floor

Springfield, MA  01104



4770 N. StateRoad 7

Lauderdale Lakes, FL  33319



5701 E. Hillsborough Avenue

Tampa, FL 33610



1140 Hammond Drive, Suite A-1150

Atlanta, GA  30328



10500 Forum Place Drive, Suite 200

Houston, TX 77036



10255 Fortune Parkway, Suite 501

Jacksonville, FL  32256



2998 N. Stemmons Blvd

Dallas, TX 75247



5830 Ellsworth Avenue, Suite 102

Pittsburgh, PA  15232



17535 Rosbough Drive

Middleburg Heights, OH  44130







                               SECURITY AGREEMENT

================================================================================



     Security  Agreement  ("Agreement")  dated as of  March  21,  2001,  between

SANFORD BROWN COLLEGE, INC., a corporation organized and existing under the laws

of the State of  Delaware  having its  principal  office at 520 E. 19th  Avenue,

North Kansas City, MO 64116  ("Grantor"),  and MERRILL LYNCH BUSINESS  FINANCIAL

SERVICES INC., a corporation  organized and existing under the laws of the State

of Delaware having its principal office at 222 North LaSalle Street, Chicago, IL

60601 ("MLBFS").



     In order to induce MLBFS to extend or continue to extend  credit to WHITMAN

EDUCATION  GROUP,  INC.  D/B/A WHITMAN  EDUCATION  GROUP F/K/A  WHITMAN  MEDICAL

CORPORATION  ("Customer")  under  the Loan  Agreements  (as  defined  below)  or

otherwise,  and for other  good and  valuable  consideration,  the  receipt  and

sufficiency of which is hereby acknowledged, Grantor hereby agrees with MLBFS as

follows:



1. DEFINITIONS



     (a)  Specific  Terms.  In  addition  to  terms  defined  elsewhere  in this

Agreement,  when used  herein  the  following  terms  shall  have the  following

meanings:



     (i) "Account  Debtor"  shall mean any party who is or may become  obligated

with respect to an Account or Chattel Paper.



     (ii) "Bankruptcy  Event" shall mean any of the following:  (A) a proceeding

under any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of

debt or receivership law or statute shall be filed or consented to by Grantor or

Customer;  or (B) any such proceeding shall be filed against Grantor or Customer

and shall not be dismissed or withdrawn within sixty (60) days after filing;  or

(C)  Grantor or  Customer  shall make a general  assignment  for the  benefit of

creditors;  or (D) Grantor or Customer  shall  generally fail to pay or admit in

writing  its  inability  to pay its debts as they  become due; or (E) Grantor or

Customer shall be adjudicated a bankrupt or insolvent.



     (iii)  "Business  Day" shall mean any day other  than a  Saturday,  Sunday,

federal  holiday or other day on which the New York Stock  Exchange is regularly

closed.



     (iv) "Collateral" shall mean all Accounts,  Chattel Paper, Contract Rights,

Inventory,   Equipment,   Fixtures,   General  Intangibles,   Deposit  Accounts,

Documents,  Instruments,  Financial  Assets and Investment  Property of Grantor,

howsoever  arising,  whether  now owned or  existing  or  hereafter  acquired or

arising, and wherever located;  together with all parts thereof (including spare

parts), all accessories and accessions thereto, all books and records (including

computer  records)  directly related thereto,  all proceeds thereof  (including,

without  limitation,  proceeds in the form of Accounts and insurance  proceeds),

and the additional collateral described in Section 7 (b) hereof.



     (v)  "Default"  shall mean an "Event of  Default",  as defined in Section 6

hereof, or any event which with the giving of notice,  passage of time, or both,

would constitute such an Event of Default.



     (vi) " Loan Agreement"  shall mean: (a) that certain TERM LOAN AND SECURITY

AGREEMENT  No.  0103551501  between  MLBFS  and  Customer,   together  with  all

agreements,  instruments and documents executed pursuant thereto,  as any or all

of the same may from time to time be or have been amended, restated, extended or

supplemented.



     (vii) "Location of Tangible  Collateral"  shall mean the address of Grantor

set forth at the beginning of this Agreement, together with any other address or

addresses  set forth on any  exhibit  hereto  as being a  Location  of  Tangible

Collateral.



     (viii)  "Obligations"  shall mean all  liabilities,  indebtedness and other

obligations  of  Customer  or Grantor to MLBFS,  howsoever  created,  arising or

evidenced,  whether  now  existing  or  hereafter  arising,  whether  direct  or

indirect,  absolute or contingent, due or to become due, primary or secondary or

joint or several,  and, without  limiting the foregoing,  shall include interest

accruing  after the filing of any  petition in  bankruptcy,  and all present and

future  liabilities,  indebtedness  and  obligations  of Customer under the Loan

Agreements  and the  agreements,  instruments  and documents  executed  pursuant

thereto, and of Grantor under this Agreement.





     (ix) "Permitted Liens" shall mean with respect to the Collateral: (A) liens

for current  taxes not  delinquent,  other  non-consensual  liens arising in the

ordinary  course of  business  for sums not due,  and,  if MLBFS'  rights to and

interest in the Collateral are not  materially and adversely  affected  thereby,

any such liens for taxes or other  non-consensual  liens arising in the ordinary

course of business being contested in good faith by appropriate proceedings; (B)

liens in favor of MLBFS; and (C) any other liens expressly  permitted in writing

by MLBFS.



     (b) Other Terms. Except as otherwise defined herein, all terms used in this

Agreement which are defined in the Uniform  Commercial Code of Illinois  ("UCC")

shall have the meanings set forth in the UCC.



2. COLLATERAL



     (a)  Pledge  of  Collateral.  To  secure  payment  and  performance  of the

Obligations,  Grantor hereby pledges, assigns, transfers and sets over to MLBFS,

and grants to MLBFS a first lien and  security  interest  in and upon all of the

Collateral, subject only to Permitted Liens.



     (b) Liens.  Except upon the prior written  consent of MLBFS,  Grantor shall

not create or permit to exist any lien, encumbrance or security interest upon or

with  respect  to any  Collateral  now owned or  hereafter  acquired  other than

Permitted Liens.



     (c)  Performance  of   Obligations.   Grantor  shall  perform  all  of  its

obligations  owing  on  account  of or with  respect  to the  Collateral  in all

material  respects;  it being  understood that nothing herein,  and no action or

inaction  by  MLBFS,  under  this  Agreement  or  otherwise,  shall be deemed an

assumption by MLBFS of any of Grantor's said obligations.



     (d) Notice of Certain Events.  Grantor shall give MLBFS immediate notice of

any  attachment,  lien,  judicial  process,  encumbrance  or claim  affecting or

involving $25,000.00 or more of the Collateral.



     (e) Indemnification Grantor shall indemnify, defend and save MLBFS harmless

from and against any and all claims, losses, costs, expenses (including, without

limitation,  reasonable  attorneys'  fees and expenses),  demands,  liabilities,

penalties,  fines and forfeitures of any nature whatsoever which may be asserted

against or incurred by MLBFS  arising out of or in any manner  occasioned by (i)

the ownership,  use, operation,  condition or maintenance of any Collateral,  or

(ii) any  failure  by  Grantor  to  perform  any of its  obligations  hereunder;

excluding,  however,  from said indemnity any such claims,  losses, etc. arising

out of the  willful  wrongful  act or active  gross  negligence  of MLBFS.  This

indemnity  shall survive the  expiration or  termination of this Agreement as to

all matters arising or accruing prior to such expiration or termination.



     (f) Insurance.  Grantor shall insure all of the tangible Collateral with an

insurer or insurers  reasonably  acceptable to MLBFS, under a policy or policies

of physical damage insurance  reasonably  acceptable to MLBFS providing that (i)

losses  will be  payable to MLBFS as its  interests  may  appear  pursuant  to a

Lender's Loss Payable endorsement , and (ii) MLBFS will receive not less than 10

days  prior  written  notice of any  cancellation;  and  containing  such  other

provisions as may be reasonably  required by MLBFS.  Grantor shall maintain such

other  insurance as may be required by law or otherwise  reasonably  required by

MLBFS.  Grantor  shall  furnish  MLBFS with a copy or  certificate  of each such

policy or policies and, prior to any expiration or cancellation, each renewal or

replacement thereof.





     (g)  Event of  Loss.  Grantor  shall at its  expense  promptly  repair  all

reasonably  repairable damage to any tangible Collateral.  In the event that any

tangible  Collateral  is damaged  beyond  repair,  lost,  totally  destroyed  or

confiscated  (an "Event of Loss") and such  Collateral had a value prior to such

Event of Loss of  $25,000.00  or more,  then, on or before the first to occur of

(i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days

after the date on which  either  Grantor or MLBFS shall  receive any proceeds of

insurance on account of such Event of Loss, or any  underwriter  of insurance on

such tangible  Collateral shall advise either Grantor or MLBFS that it disclaims

liability in respect of such Event of Loss,  Grantor shall, at Grantor's option,

either  replace  the  Collateral  subject to such Event of Loss with  comparable

Collateral  free of all liens other than Permitted Liens (in which event Grantor

shall be entitled to utilize the  proceeds of insurance on account of such Event

of Loss for such purpose, and may retain any excess proceeds of such insurance),

or pay to MLBFS on account of the Obligations an amount equal to the actual cash

value of such  Collateral  as  determined  by either  the  applicable  insurance

company's  payment (plus any applicable  deductible) or, in absence of insurance

company  payment,  as  reasonably  determined  by  MLBFS.   Notwithstanding  the

foregoing,  if at the  time of  occurrence  of such  Event  of Loss or any  time

thereafter  prior to replacement or payment,  as aforesaid,  an Event of Default

shall have  occurred  and be  continuing  hereunder,  then MLBFS may at its sole

option, exercisable at any time while such Event of Default shall be continuing,

require  Grantor to either replace such  Collateral or make a payment on account

of the Obligations, as aforesaid.



     (h)  Sales  and  Collections.  So long as no Event of  Default  shall  have

occurred and be continuing,  Grantor may in the ordinary course of its business:

(i) sell any Inventory  normally  held by Grantor for sale,  (ii) use or consume

any materials and supplies normally held by Grantor for use or consumption,  and

(iii) collect all of its  Accounts.  Grantor shall take such action with respect

to protection of its Inventory and the other  Collateral  and the  collection of

its Accounts as MLBFS may from time to time reasonably request.



     (i) Account  Schedules.  Upon the request of MLBFS, made now or at any time

or times  hereafter,  Grantor shall  deliver to MLBFS,  in addition to the other

information required hereunder, a schedule identifying, for each Account and all

Chattel  Paper  subject to MLBFS'  security  interests  hereunder,  each Account

Debtor by name and address and amount,  invoice number and date of each invoice.

Grantor shall furnish to MLBFS such additional  information  with respect to the

Collateral,  and  amounts  received  by  Grantor  as  proceeds  of  any  of  the

Collateral, as MLBFS may from time to time reasonably request.



     (j) Location.  Except for movements in the ordinary course of its business,

Grantor  shall give MLBFS 30 days'  prior  written  notice of the  placing at or

movement of any tangible  Collateral  to any  location  other than a Location of

Tangible  Collateral.  In no event shall  Grantor  cause or permit any  tangible

Collateral  to be removed  from the United  States  without  the  express  prior

written consent of MLBFS.



     (k) Alterations and  Maintenance.  Except upon the prior written consent of

MLBFS, Grantor shall not make or permit any material alterations to any tangible

Collateral which might materially  reduce or impair its market value or utility.

Grantor shall at all times keep the tangible  Collateral  in good  condition and

repair,  reasonably wear and tear obsolescence  excepted, and shall pay or cause

to be paid all  obligations  arising  from the  repair and  maintenance  of such

Collateral, as well as all obligations with respect to each Location of Tangible

Collateral,  except for any such obligations  being contested by Grantor in good

faith by appropriate proceedings.





3. REPRESENTATIONS AND WARRANTIES



Grantor represents and warrants to MLBFS that:



     (a)  Organization.  Grantor is a  corporation  duly  organized  and validly

existing  in good  standing  under  the laws of the  State of  Delaware,  and is

qualified  to do  business  and in good  standing  in each other state where the

nature of its  business  or the  property  owned by it make  such  qualification

necessary.



     (b)  Execution,  Delivery  and  Performance.  The  execution,  delivery and

performance  by  Grantor  of this  Agreement  have been duly  authorized  by all

requisite  action, do not and will not violate or conflict with any law or other

governmental  requirement,  or any of the  agreements,  instruments or documents

which formed or governed Grantor,  and do not and will not breach or violate any

of the  provisions  of, and will not result in a default by Grantor  under,  any

other agreement, instrument or document to which it is a party or by which it or

its properties are bound.



     (c) Notice or Consent. Except as may have been given or obtained, no notice

to or consent or approval of any  governmental  body or authority or other third

party whatsoever (including, without limitation, any other creditor) is required

in connection  with the  execution,  delivery or  performance by Grantor of this

Agreement.



     (d) Valid and  Binding.  This  Agreement  is the legal,  valid and  binding

obligation  of Grantor,  enforceable  against it in  accordance  with its terms,

except as  enforceability  may be limited by  bankruptcy  and other similar laws

affecting the rights of creditors generally or by general principles of equity.



     (e)  Financial  Statements.  Except as  expressly  set forth in  Grantor 's

financial  statements,  all financial  statements of Grantor  furnished to MLBFS

have been prepared in conformity with generally accepted accounting  principles,

consistently  applied,  are true and correct,  and fairly  present the financial

condition  of it as at such  dates and the  results  of its  operations  for the

periods  then ended;  and since the most recent date  covered by such  financial

statements,  there has been no  material  adverse  change in any such  financial

condition or operation.



     (f) Litigation,  etc. Except as previously disclosed through Customer's SEC

filings, no litigation, arbitration, administrative or governmental proceedings

are pending or threatened against Grantor, which would, if adversely determined,

materially and adversely affect the financial condition or continued operations

of Grantor, or the liens and security interests of MLBFS hereunder.



     (g) Taxes. All federal, state and local tax returns, reports and statements

required  to  be  filed  by  Grantor  have  been  filed  with  the   appropriate

governmental  agencies and all taxes due and payable by Grantor have been timely

paid  (except  to the  extent  that  any  such  failure  to file or pay will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder or the financial condition or continued operations of Grantor).



     (h)  Collateral.  Grantor has good and marketable  title to the Collateral,

subject to  immaterial  imperfections  in title,  and,  except for any Permitted

Liens:  (i) none of the  Collateral  is  subject  to any  lien,  encumbrance  or

security  interest,  and (ii) upon the  filing of all  Uniform  Commercial  Code

financing  statements  executed by Grantor with respect to the  Collateral  or a

copy of this Agreement in the appropriate  jurisdiction(s) and/or the completion

of any other action  required by applicable  law to perfect is lien and security

interests,  MLBFS  will  have  valid and  perfected  first  liens  and  security

interests upon all of the Collateral.



     Each of the foregoing  representations  and warranties has been and will be

relied upon as an  inducement to MLBFS to advance funds or extend or continue to

extend  credit to  Customer,  and is  continuing  and shall be deemed  remade by

Grantor  concurrently  with each such advance or extension of credit by MLBFS to

Customer.





4. FINANCIAL AND OTHER INFORMATION



     Grantor  covenants  and agrees  that  Grantor  will  furnish or cause to be

furnished to MLBFS during the term of this  Agreement  such  financial and other

information  as may be required  by the Loan  Agreements  or any other  document

evidencing the Obligations or as MLBFS may from time to time reasonably  request

relating to Grantor or the Collateral.



5. OTHER COVENANTS



Grantor further agrees during the term of this Agreement that:



     (a) Financial Records; Inspection.  Grantor will: (i) maintain complete and

accurate books and records at its principal place of business,  and maintain all

of its financial  records in a manner  consistent with the financial  statements

heretofore  furnished  to  MLBFS,  or  prepared  on such  other  basis as may be

approved  in  writing by MLBFS;  and (ii)  permit  MLBFS or its duly  authorized

representatives,  upon reasonable notice and at reasonable times, to inspect its

properties (both real and personal), operations, books and records.



     (b)  Taxes.  Grantor  will pay when due all  taxes,  assessments  and other

governmental  charges,  howsoever  designated,  and all  other  liabilities  and

obligations,  except  to the  extent  that  any  such  failure  to pay  will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (c) Compliance With Laws and Agreements.  Grantor will not violate any law,

regulation or other governmental requirement, any judgment or order of any court

or governmental agency or authority, or any agreement, instrument or document to

which  it is a party  or by  which  it is  bound,  if any  such  violation  will

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (d)  Notification  By  Grantor.  Grantor  shall  provide  MLBFS with prompt

written notification of: (i) any Default;  (ii) any materially adverse change in

the business,  financial  condition or  operations  of Customer or Grantor;  and

(iii) any information which indicates that any financial  statements of Customer

or  Grantor  fail in any  material  respect  to  present  fairly  the  financial

condition  and  results  of  operations   purported  to  be  presented  in  such

statements. Each notification by Grantor pursuant hereto shall specify the event

or information causing such notification,  and, to the extent applicable,  shall

specify the steps being taken to rectify or remedy such event or information.



     (e) Notice of Change  Grantor  shall give MLBFS not less than 30 days prior

written  notice of any change in the name  (including  any  fictitious  name) or

principal place of business of Grantor.



     (f)  Continuity.  Except  upon the prior  written  consent of MLBFS,  which

consent will not be unreasonably  withheld:  (i) Grantor shall not be a party to

any merger or  consolidation  with,  or  purchase  or  otherwise  acquire all or

substantially  all of the assets of, or any material stock,  partnership,  joint

venture or other equity interest in, any person or entity, or sell,  transfer or

lease all or any substantial part of its assets, if any such action would result

in either: (A) a material change in the principal business, ownership or control

of Grantor,  or (B) a material  adverse  change in the  financial  condition  or

operations  of Grantor;  (ii)  Grantor  shall  preserve its  existence  and good

standing in the  jurisdiction(s)  of establishment and operation;  (iii) Grantor

shall not  engage in any  material  business  substantially  different  from its

business in effect as of the date of  application  by  Customer  for credit from

MLBFS,  or cease  operating any such material  business;  (iv) Grantor shall not

cause or permit any other  person or entity to assume or succeed to any material

business or  operations  of Grantor;  and (iv) Grantor shall not cause or permit

any material change in its controlling ownership.





6. EVENTS OF DEFAULT



     The occurrence of any of the following events shall constitute an "Event of

Default" under this Agreement:



     (a) Event of Default  Under any Loan  Agreement.  An Event of Default shall

occur under the terms of any of the Loan Agreements.



     (b)  Failure  to  Perform.  Grantor  shall  default in the  performance  or

observance  of any covenant or agreement on its part to be performed or observed

under this  Agreement  (not  constituting  an Event of  Default  under any other

clause of this  Section),  and such default  shall  continue  unremedied  for 10

Business  Days after  written  notice  thereof shall have been given by MLBFS to

Grantor.



     (c) Breach of  Warranty.  Any  representation  or warranty  made by Grantor

contained in this  Agreement  shall at any time prove to have been  incorrect in

any material respect when made.



     (d) Default Under Other Agreement. A default or Event of Default by Grantor

shall occur under the terms of any other agreement,  instrument or document with

or intended  for the benefit of MLBFS,  Merrill  Lynch,  Pierce,  Fenner & Smith

Incorporated  ("MLPF&S")  or any of their  affiliates,  and any required  notice

shall have been given and required passage of time shall have elapsed.



     (e) Seizure or Abuse of Collateral.  The  Collateral,  or any material part

thereof,  shall  be or  become  subject  to any  levy,  attachment,  seizure  or

confiscation which is not released within 10 Business Days.



     (f) Bankruptcy Event. Any Bankruptcy Event shall occur.



     (g) Material Impairment. Any event shall occur which shall reasonably cause

MLBFS to in good faith  believe that the prospect of payment or  performance  by

Grantor  has  been  materially  impaired.  The  existence  of  such  a  material

impairment shall be determined in a manner consistent with the intent of Section

1-208 of the UCC.



     (h)  Acceleration of Debt to Other  Creditors.  Any event shall occur which

results in the  acceleration of the maturity of any  indebtedness of $100,000.00

or  more  of  Grantor  to  another  creditor  under  any  indenture,  agreement,

undertaking, or otherwise.





7. REMEDIES



     (a) Remedies Upon Default Upon the occurrence and during the continuance of

any Event of Default,  MLBFS may at its sole option do any one or more or all of

the  following,  at such  time  and in  such  order  as  MLBFS  may in its  sole

discretion choose:



     (i) Acceleration. MLBFS may declare all Obligations to be forthwith due and

payable,  whereupon  all such  amounts  shall be  immediately  due and  payable,

without presentment,  demand for payment,  protest and notice of protest, notice

of dishonor,  notice of  acceleration,  notice of intent to  accelerate or other

notice or  formality  of any kind,  all of which are  hereby  expressly  waived;

provided,  however,  that  upon  the  occurrence  of any  Bankruptcy  Event  all

Obligations shall automatically become due and payable without any action on the

part of MLBFS.



     (ii) Exercise Rights of Secured Party. MLBFS may exercise any or all of the

remedies of a secured party under applicable law, including, but not limited to,

the UCC, and any or all of its other rights and remedies under this Agreement.



     (iii) Possession. MLBFS may require Grantor to make the Collateral and the

records pertaining to the Collateral available to MLBFS at a place designated by

MLBFS which is reasonably convenient to Grantor, or may take possession of the

Collateral and the records pertaining to the Collateral without the use of any

judicial process and without any prior notice to Grantor.



     (iv) Sale. MLBFS may sell any or all of the Collateral at public or private

sale upon such terms and  conditions as MLBFS may  reasonably  deem proper,  and

MLBFS may purchase any  Collateral at any such public sale; and the net proceeds

of any such public or private sale and all other amounts  actually  collected or

received  by MLBFS  pursuant  hereto,  after  deducting  all costs and  expenses

incurred at any time in the collection of the Obligations and in the protection,

collection  and sale of the  Collateral,  will be applied to the  payment of the

Obligations,  with any remaining proceeds paid to Grantor or whoever else may be

entitled thereto, and with Customer and each guarantor of Customer's obligations

remaining  jointly and severally  liable for any amount  remaining  unpaid after

such application.



     (v) Delivery of Cash,  Checks,  Etc. MLBFS may require Grantor to forthwith

upon  receipt,  transmit  and deliver to MLBFS in the form  received,  all cash,

checks,  drafts  and  other  instruments  for the  payment  of  money  (properly

endorsed,  where  required,  so that such items may be collected by MLBFS) which

may be  received  by  Grantor  at any  time in full or  partial  payment  of any

Collateral,  and require that Grantor not  commingle any such items which may be

so received by Grantor  with any other of its funds or property but instead hold

them separate and apart and in trust for MLBFS until delivery is made to MLBFS.



     (vi)  Notification of Account Debtors.  MLBFS may notify any Account Debtor

that its  Account or Chattel  Paper has been  assigned  to MLBFS and direct such

Account Debtor to make payment  directly to MLBFS of all amounts due or becoming

due with respect to such Account or Chattel Paper; and MLBFS may enforce payment

and collect, by legal proceedings or otherwise, such Account or Chattel Paper.





     (vii) Control of Collateral. MLBFS may otherwise take control in any lawful

manner of any cash or non-cash items of payment or proceeds of Collateral and of

any rejected,  returned, stopped in transit or repossessed goods included in the

Collateral and endorse Grantor name on any item of payment on or proceeds of the

Collateral,   and,  in  connection  therewith,   MLBFS  may  notify  the  postal

authorities  to change the address for delivery of mail  addressed to Grantor to

such address as MLBFS may designate.



     (b) Set-Off.  MLBFS shall have the further  right upon the  occurrence  and

during the continuance of an Event of Default to set-off,  appropriate and apply

toward payment of any of the Obligations,  in such order of application as MLBFS

may from  time to time and at any  time  elect,  any  cash,  credits,  deposits,

accounts,  financial  assets,  investment  property,  securities  and any  other

property  of Grantor  which is in transit  to or in the  possession,  custody or

control of MLBFS, MLPF&S or any agent,  bailee, or affiliate of MLBFS or MLPF&S.

Grantor hereby  collaterally  assigns and grants to MLBFS a security interest in

all such property as additional Collateral.



     (c)  Power of  Attorney.  Effective  upon the  occurrence  and  during  the

continuance of an Event of Default, Grantor hereby irrevocably appoints MLBFS as

its  attorney-in-fact,  with full power of substitution,  in its place and stead

and in its name or in the name of MLBFS,  to from  time to time in  MLBFS'  sole

discretion  take any action and to execute any  instrument  which MLBFS may deem

necessary or advisable to accomplish the purposes of this Agreement,  including,

but not limited to, to receive, endorse and collect all checks, drafts and other

instruments  for the  payment of money made  payable to Grantor  included in the

Collateral.



     (d) Remedies are Severable and Cumulative. All rights and remedies of MLBFS

herein are  severable  and  cumulative  and in addition to all other  rights and

remedies  available at law or in equity,  and any one or more of such rights and

remedies may be exercised  simultaneously  or successively.  Any notice required

under this  Agreement or under  applicable  law shall be deemed  reasonably  and

properly  given to Grantor if given at the  address and by any of the methods of

giving notice set forth in this Agreement at least 5 Business Days before taking

any action specified in such notice.



     (e) Notices.  To the fullest extent  permitted by applicable  law,  Grantor

hereby irrevocably waives and releases MLBFS of and from any and all liabilities

and  penalties  for  failure  of MLBFS to  comply  with any  statutory  or other

requirement  imposed upon MLBFS relating to notices of sale,  holding of sale or

reporting  of  any  sale,  and  Grantor  waives  all  rights  of  redemption  or

reinstatement  from any such sale.  MLBFS  shall have the right to  postpone  or

adjourn any sale or other  disposition  of Collateral at any time without giving

notice of any such postponed or adjourned date. In the event MLBFS seeks to take

possession of any or all of the  Collateral by court  process,  Grantor  further

irrevocably  waives to the  fullest  extent  permitted  by law any bonds and any

surety or  security  relating  thereto  required by any  statute,  court rule or

otherwise as an incident to such possession, and any demand for possession prior

to the commencement of any suit or action.





8. MISCELLANEOUS



     (a) Non-Waiver.  No failure or delay on the part of MLBFS in exercising any

right,  power or remedy  pursuant to this  Agreement  shall  operate as a waiver

thereof,  and no single or partial  exercise of any such right,  power or remedy

shall  preclude any other or further  exercise  thereof,  or the exercise of any

other  right,  power or  remedy.  Neither  any waiver of any  provision  of this

Agreement,  nor any  consent to any  departure  by Grantor  therefrom,  shall be

effective unless the same shall be in writing and signed by MLBFS. Any waiver of

any provision of this Agreement and any consent to any departure by Grantor from

the terms of this Agreement shall be effective only in the specific instance and

for the specific purpose for which given. Except as otherwise expressly provided

herein,  no notice to or demand on Grantor shall in any case entitle  Grantor to

any other or further notice or demand in similar or other circumstances.



     (b)  Communications.  All  notices  and other  communications  required  or

permitted  hereunder  shall  be  in  writing,  and  shall  be  either  delivered

personally,  mailed  by  postage  prepaid  certified  mail or  sent  by  express

overnight  courier or by  facsimile.  Such notices and  communications  shall be

deemed to be given on the date of personal delivery,  facsimile  transmission or

actual  delivery of certified  mail,  or one  Business Day after  delivery to an

express  overnight  courier.  Unless  otherwise  specified  in a notice  sent or

delivered in accordance with the terms hereof,  notices and other communications

in writing shall be given to the parties  hereto at their  respective  addresses

set forth at the  beginning  of this  Agreement,  and, in the case of  facsimile

transmission,  to the parties at their respective  regular  facsimile  telephone

number.



     (c) Costs,  Expenses and Taxes.  Grantor shall pay or reimburse  MLBFS upon

demand for: (i) all Uniform  Commercial Code filing and search fees and expenses

incurred  by  MLBFS  in  connection   with  the   verification,   perfection  or

preservation of MLBFS' rights  hereunder or in the Collateral;  (ii) any and all

stamp,  transfer and other taxes and fees payable or determined to be payable in

connection with the execution,  delivery and/or recording of this Agreement; and

(iii) all reasonable fees and out-of-pocket expenses (including, but not limited

to,  reasonable  fees and  expenses  of outside  counsel)  incurred  by MLBFS in

connection  with the  enforcement  of this Agreement or the protection of MLBFS'

rights hereunder, excluding, however, salaries and expenses of MLBFS' employees.

The  obligations of Grantor under this paragraph shall survive the expiration or

termination of this Agreement and the discharge of the other Obligations.



     (d) Right to Perform  Obligations.  If Grantor  shall fail to do any act or

thing which it has covenanted to do under this  Agreement or any  representation

or  warranty  on the  part of  Grantor  contained  in this  Agreement  shall  be

breached,  MLBFS may,  in its sole  discretion,  after 5 Business  Days  written

notice is sent to Grantor (or such lesser  notice,  including  no notice,  as is

reasonable  under  the  circumstances),  do the  same or  cause it to be done or

remedy any such breach,  and may expend its funds for such purpose.  Any and all

reasonable  amounts so expended by MLBFS shall be  repayable to MLBFS by Grantor

upon  demand,  with  interest  at the  highest  "Interest  Rate"  under the Loan

Agreements or any document  incorporated into in any of the Loan Agreements,  or

the highest interest rate permitted by law, whichever is less, during the period

from  and  including  the date  funds  are so  expended  by MLBFS to the date of

repayment,  and any  such  amounts  due and  owing  MLBFS  shall  be  additional

Obligations. The payment or performance by MLBFS of any of Grantor's obligations

hereunder shall not relieve Grantor of said  obligations or of the  consequences

of having failed to pay or perform the same,  and shall not waive or be deemed a

cure of any Default.



(e) Further Assurances. Grantor agrees to do such further acts and things and to

execute and deliver to MLBFS such additional agreements, instruments and

documents as MLBFS may reasonably require or deem advisable to effectuate the

purposes of this Agreement, or to establish, perfect and maintain MLBFS'

security interests and liens upon the Collateral, including, but not limited to:

(i) executing financing statements or amendments thereto when and as reasonably

requested by MLBFS; and (ii) if in the reasonable judgment of MLBFS it is

required by local law, causing the owners and/or mortgagees of the real property

on which any Collateral may be located to execute and deliver to MLBFS waivers

or subordinations reasonably satisfactory to MLBFS with respect to any rights in

such Collateral.





     (f) Binding  Effect.  This Agreement  shall be binding upon Grantor and its

successors  and  assigns,  and  shall  inure to the  benefit  of  MLBFS  and its

successors and assigns.



     (g) Headings. Captions and section and paragraph headings in this Agreement

are  inserted  only as a  matter  of  convenience,  and  shall  not  affect  the

interpretation hereof.



     (h) Governing Law. This Agreement  shall be governed in all respects by the

laws of the State of Illinois.



     (i) Severability of Provisions.  Whenever possible,  each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under

applicable  law.  Any  provision  of  this  Agreement  which  is  prohibited  or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

only to the extent of such prohibition or unenforceability  without invalidating

the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or

enforceability of such provision in any other jurisdiction.



     (j) Term. This Agreement  shall become  effective upon acceptance by MLBFS,

and, subject to the terms hereof, shall continue in effect so long thereafter as

either MLBFS shall be committed to advance funds or extend credit to Customer or

there shall be any Obligations outstanding.



     (k)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more

counterparts which, when taken together, constitute one and the same agreement.



     (l) Jurisdiction; Waiver. GRANTOR acknowledges that this Agreement is being

accepted by MLBFS in partial  consideration  of MLBFS' right and option,  in its

sole discretion, to enforce this Agreement in either the State of Illinois or in

any other  jurisdiction  where GRANTOR or any collateral for the Obligations may

be located.  GRANTOR  IRREVOCABLY SUBMITS ITSELF to jurisdiction in the State of

Illinois and venue in any State or Federal  Court in the County of Cook for such

purposes, and GRANTOR waives any and all rights to contest said jurisdiction and

venue AND THE  CONVENIENCE  OF ANY SUCH FORUM,  AND ANY AND ALL RIGHTS TO REMOVE

SUCH ACTION FROM STATE TO FEDERAL  COURT.  GRANTOR  further waives any rights to

commence any action  against MLBFS in any  jurisdiction  except in the County of

Cook and State of Illinois.  MLBFS and GRANTOR hereby each  expressly  waive any

and all  rights to a trial by jury in any  action,  proceeding  or  counterclaim

brought BY either of the parties  against  the other  party with  respect to any

matter  relating  to,  arising  out of or in any way  connected  with  the  Loan

AgreementS,  this Agreement and/or any of the transactions which are the subject

matter of the Loan  AgreementS or this  Agreement.  GRANTOR  FURTHER  WAIVES THE

RIGHT TO BRING ANY NON-COMPULSORY COUNTERCLAIMS.



     (m)   Integration.   This   written   Agreement   constitutes   the  entire

understanding  and represents the full and final  agreement  between the parties

with  respect to the  subject  matter  hereof,  and may not be  contradicted  by

evidence of prior  written  agreements or prior,  contemporaneous  or subsequent

oral  agreements of the parties.  There are no unwritten oral  agreements of the

parties.  No  amendment or  modification  of this  Agreement  shall be effective

unless in a writing signed by both MLBFS and GRANTOR.



     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year

first above written.



SANFORD BROWN COLLEGE, INC.





By: ____________________________________________________________________________

                  Signature (1)                      Signature (2)



- --------------------------------------------------------------------------------

                  Printed Name                       Printed Name



- --------------------------------------------------------------------------------

                  Title                              Title



Accepted at Chicago, Illinois:

MERRILL LYNCH BUSINESS FINANCIAL

SERVICES INC.





By: __________________________________________________________







                                    EXHIBIT A



     ATTACHED  TO AND HEREBY MADE A PART OF SECURITY  AGREEMENT  NO.  0103551501

BETWEEN  MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.  AND SANFORD  BROWN

COLLEGE, INC.

================================================================================





Locations of Tangible Collateral:



1203 Smizer Mill Road

Fenton, MO 63026



3237 West Chain of Rocks Road

Granite City, IL  62040



75 Village Square

Hazelwood, MO  63042



3555 Franks Drive

St. Charles, MO  63301





                               SECURITY AGREEMENT

================================================================================



     Security  Agreement  ("Agreement")  dated as of  March  21,  2001,  between

COLORADO  TECHNICAL  UNIVERSITY,  INC. D/B/A COLORADO  TECHNICAL  UNIVERSITY,  a

corporation  organized  and  existing  under the laws of the  State of  Colorado

having its principal office at 4435 N. Chestnut  Street,  Colorado  Springs,  CO

80907  ("Grantor"),  and MERRILL  LYNCH  BUSINESS  FINANCIAL  SERVICES  INC.,  a

corporation  organized  and  existing  under the laws of the  State of  Delaware

having its  principal  office at 222 North  LaSalle  Street,  Chicago,  IL 60601

("MLBFS").



     In order to induce MLBFS to extend or continue to extend  credit to WHITMAN

EDUCATION  GROUP,  INC.  D/B/A WHITMAN  EDUCATION  GROUP F/K/A  WHITMAN  MEDICAL

CORPORATION  ("Customer")  under  the Loan  Agreements  (as  defined  below)  or

otherwise,  and for other  good and  valuable  consideration,  the  receipt  and

sufficiency of which is hereby acknowledged, Grantor hereby agrees with MLBFS as

follows:



1. DEFINITIONS



     (a)  Specific  Terms.  In  addition  to  terms  defined  elsewhere  in this

Agreement,  when used  herein  the  following  terms  shall  have the  following

meanings:



     (x) "Account  Debtor"  shall mean any party who is or may become  obligated

with respect to an Account or Chattel Paper.



     (xi) "Bankruptcy  Event" shall mean any of the following:  (A) a proceeding

under any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of

debt or receivership law or statute shall be filed or consented to by Grantor or

Customer;  or (B) any such proceeding shall be filed against Grantor or Customer

and shall not be dismissed or withdrawn within sixty (60) days after filing;  or

(C)  Grantor or  Customer  shall make a general  assignment  for the  benefit of

creditors;  or (D) Grantor or Customer  shall  generally fail to pay or admit in

writing  its  inability  to pay its debts as they  become due; or (E) Grantor or

Customer shall be adjudicated a bankrupt or insolvent.



     (xii)  "Business  Day" shall mean any day other  than a  Saturday,  Sunday,

federal  holiday or other day on which the New York Stock  Exchange is regularly

closed.



     (xiii)  "Collateral"  shall  mean all  Accounts,  Chattel  Paper,  Contract

Rights, Inventory,  Equipment, Fixtures, General Intangibles,  Deposit Accounts,

Documents,  Instruments,  Financial  Assets and Investment  Property of Grantor,

howsoever  arising,  whether  now owned or  existing  or  hereafter  acquired or

arising, and wherever located;  together with all parts thereof (including spare

parts), all accessories and accessions thereto, all books and records (including

computer  records)  directly related thereto,  all proceeds thereof  (including,

without  limitation,  proceeds in the form of Accounts and insurance  proceeds),

and the additional collateral described in Section 7 (b) hereof.



     (xiv) "Default"  shall mean an "Event of Default",  as defined in Section 6

hereof, or any event which with the giving of notice, passage of time, or both,

would constitute such an Event of Default.



     (xv) "Loan  Agreement"  shall mean: (a) that certain TERM LOAN AND SECURITY

AGREEMENT  No.  0103551501  between  MLBFS  and  Customer,   together  with  all

agreements,  instruments and documents executed pursuant thereto,  as any or all

of the same may from time to time be or have been amended, restated, extended or

supplemented.



     (xvi) "Location of Tangible  Collateral"  shall mean the address of Grantor

set forth at the beginning of this Agreement, together with any other address or

addresses  set forth on any  exhibit  hereto  as being a  Location  of  Tangible

Collateral.





     (xvii)  "Obligations"  shall mean all  liabilities,  indebtedness and other

obligations  of  Customer  or Grantor to MLBFS,  howsoever  created,  arising or

evidenced,  whether  now  existing  or  hereafter  arising,  whether  direct  or

indirect,  absolute or contingent, due or to become due, primary or secondary or

joint or several,  and, without  limiting the foregoing,  shall include interest

accruing  after the filing of any  petition in  bankruptcy,  and all present and

future  liabilities,  indebtedness  and  obligations  of Customer under the Loan

Agreements  and the  agreements,  instruments  and documents  executed  pursuant

thereto, and of Grantor under this Agreement.



     (xviii)  "Permitted  Liens" shall mean with respect to the Collateral:  (A)

liens for current taxes not delinquent,  other  non-consensual  liens arising in

the ordinary  course of business for sums not due,  and, if MLBFS' rights to and

interest in the Collateral are not  materially and adversely  affected  thereby,

any such liens for taxes or other  non-consensual  liens arising in the ordinary

course of business being contested in good faith by appropriate proceedings; (B)

liens in favor of MLBFS; and (C) any other liens expressly  permitted in writing

by MLBFS.



     (b) Other Terms. Except as otherwise defined herein, all terms used in this

Agreement which are defined in the Uniform  Commercial Code of Illinois  ("UCC")

shall have the meanings set forth in the UCC.



2. COLLATERAL



     (a)  Pledge  of  Collateral.  To  secure  payment  and  performance  of the

Obligations,  Grantor hereby pledges, assigns, transfers and sets over to MLBFS,

and grants to MLBFS a first lien and  security  interest  in and upon all of the

Collateral, subject only to Permitted Liens.



     (b) Liens.  Except upon the prior written  consent of MLBFS,  Grantor shall

not create or permit to exist any lien, encumbrance or security interest upon or

with  respect  to any  Collateral  now owned or  hereafter  acquired  other than

Permitted Liens.



     (c)  Performance  of   Obligations.   Grantor  shall  perform  all  of  its

obligations  owing  on  account  of or with  respect  to the  Collateral  in all

material  respects;  it being  understood that nothing herein,  and no action or

inaction  by  MLBFS,  under  this  Agreement  or  otherwise,  shall be deemed an

assumption by MLBFS of any of Grantor's said obligations.



     (d) Notice of Certain Events.  Grantor shall give MLBFS immediate notice of

any  attachment,  lien,  judicial  process,  encumbrance  or claim  affecting or

involving $25,000.00 or more of the Collateral.



     (e) Indemnification Grantor shall indemnify, defend and save MLBFS harmless

from and against any and all claims, losses, costs, expenses (including, without

limitation,  reasonable  attorneys'  fees and expenses),  demands,  liabilities,

penalties,  fines and forfeitures of any nature whatsoever which may be asserted

against or incurred by MLBFS  arising out of or in any manner  occasioned by (i)

the ownership,  use, operation,  condition or maintenance of any Collateral,  or

(ii) any  failure  by  Grantor  to  perform  any of its  obligations  hereunder;

excluding,  however,  from said indemnity any such claims,  losses, etc. arising

out of the  willful  wrongful  act or active  gross  negligence  of MLBFS.  This

indemnity  shall survive the  expiration or  termination of this Agreement as to

all matters arising or accruing prior to such expiration or termination.



     (f) Insurance.  Grantor shall insure all of the tangible Collateral with an

insurer or insurers  reasonably  acceptable to MLBFS, under a policy or policies

of physical damage insurance  reasonably  acceptable to MLBFS providing that (i)

losses  will be  payable to MLBFS as its  interests  may  appear  pursuant  to a

Lender's Loss Payable endorsement , and (ii) MLBFS will receive not less than 10

days  prior  written  notice of any  cancellation;  and  containing  such  other

provisions as may be reasonably  required by MLBFS.  Grantor shall maintain such

other  insurance as may be required by law or otherwise  reasonably  required by

MLBFS.  Grantor  shall  furnish  MLBFS with a copy or  certificate  of each such

policy or policies and, prior to any expiration or cancellation, each renewal or

replacement thereof.





     (g)  Event of  Loss.  Grantor  shall at its  expense  promptly  repair  all

reasonably  repairable damage to any tangible Collateral.  In the event that any

tangible  Collateral  is damaged  beyond  repair,  lost,  totally  destroyed  or

confiscated  (an "Event of Loss") and such  Collateral had a value prior to such

Event of Loss of  $25,000.00  or more,  then, on or before the first to occur of

(i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days

after the date on which  either  Grantor or MLBFS shall  receive any proceeds of

insurance on account of such Event of Loss, or any  underwriter  of insurance on

such tangible  Collateral shall advise either Grantor or MLBFS that it disclaims

liability in respect of such Event of Loss,  Grantor shall, at Grantor's option,

either  replace  the  Collateral  subject to such Event of Loss with  comparable

Collateral  free of all liens other than Permitted Liens (in which event Grantor

shall be entitled to utilize the  proceeds of insurance on account of such Event

of Loss for such purpose, and may retain any excess proceeds of such insurance),

or pay to MLBFS on account of the Obligations an amount equal to the actual cash

value of such  Collateral  as  determined  by either  the  applicable  insurance

company's  payment (plus any applicable  deductible) or, in absence of insurance

company  payment,  as  reasonably  determined  by  MLBFS.   Notwithstanding  the

foregoing,  if at the  time of  occurrence  of such  Event  of Loss or any  time

thereafter  prior to replacement or payment,  as aforesaid,  an Event of Default

shall have  occurred  and be  continuing  hereunder,  then MLBFS may at its sole

option, exercisable at any time while such Event of Default shall be continuing,

require  Grantor to either replace such  Collateral or make a payment on account

of the Obligations, as aforesaid.



     (h)  Sales  and  Collections.  So long as no Event of  Default  shall  have

occurred and be continuing,  Grantor may in the ordinary course of its business:

(i) sell any Inventory  normally  held by Grantor for sale,  (ii) use or consume

any materials and supplies normally held by Grantor for use or consumption,  and

(iii) collect all of its  Accounts.  Grantor shall take such action with respect

to protection of its Inventory and the other  Collateral  and the  collection of

its Accounts as MLBFS may from time to time reasonably request.



     (i) Account  Schedules.  Upon the request of MLBFS, made now or at any time

or times  hereafter,  Grantor shall  deliver to MLBFS,  in addition to the other

information required hereunder, a schedule identifying, for each Account and all

Chattel  Paper  subject to MLBFS'  security  interests  hereunder,  each Account

Debtor by name and address and amount,  invoice number and date of each invoice.

Grantor shall furnish to MLBFS such additional  information  with respect to the

Collateral,  and  amounts  received  by  Grantor  as  proceeds  of  any  of  the

Collateral, as MLBFS may from time to time reasonably request.



     (j) Location.  Except for movements in the ordinary course of its business,

Grantor  shall give MLBFS 30 days'  prior  written  notice of the  placing at or

movement of any tangible  Collateral  to any  location  other than a Location of

Tangible  Collateral.  In no event shall  Grantor  cause or permit any  tangible

Collateral  to be removed  from the United  States  without  the  express  prior

written consent of MLBFS.



     (k) Alterations and  Maintenance.  Except upon the prior written consent of

MLBFS, Grantor shall not make or permit any material alterations to any tangible

Collateral which might materially  reduce or impair its market value or utility.

Grantor shall at all times keep the tangible  Collateral  in good  condition and

repair, reasonable wear and tear obsolescence excepted and shall pay or cause to

be paid  all  obligations  arising  from  the  repair  and  maintenance  of such

Collateral, as well as all obligations with respect to each Location of Tangible

Collateral,  except for any such obligations  being contested by Grantor in good

faith by appropriate proceedings.





3. REPRESENTATIONS AND WARRANTIES



Grantor represents and warrants to MLBFS that:



     (a)  Organization.  Grantor is a  corporation  duly  organized  and validly

existing  in good  standing  under  the laws of the  State of  Colorado,  and is

qualified  to do  business  and in good  standing  in each other state where the

nature of its  business  or the  property  owned by it make  such  qualification

necessary.



     (b)  Execution,  Delivery  and  Performance.  The  execution,  delivery and

performance  by  Grantor  of this  Agreement  have been duly  authorized  by all

requisite  action, do not and will not violate or conflict with any law or other

governmental  requirement,  or any of the  agreements,  instruments or documents

which formed or governed Grantor,  and do not and will not breach or violate any

of the  provisions  of, and will not result in a default by Grantor  under,  any

other agreement, instrument or document to which it is a party or by which it or

its properties are bound.



     (c) Notice or Consent. Except as may have been given or obtained, no notice

to or consent or approval of any  governmental  body or authority or other third

party whatsoever (including, without limitation, any other creditor) is required

in connection  with the  execution,  delivery or  performance by Grantor of this

Agreement.



     (d) Valid and  Binding.  This  Agreement  is the legal,  valid and  binding

obligation  of Grantor,  enforceable  against it in  accordance  with its terms,

except as  enforceability  may be limited by  bankruptcy  and other similar laws

affecting the rights of creditors generally or by general principles of equity.



     (e)  Financial  Statements.  Except as  expressly  set forth in  Grantor 's

financial  statements,  all financial  statements of Grantor  furnished to MLBFS

have been prepared in conformity with generally accepted accounting  principles,

consistently  applied,  are true and correct,  and fairly  present the financial

condition  of it as at such  dates and the  results  of its  operations  for the

periods  then ended;  and since the most recent date  covered by such  financial

statements,  there has been no  material  adverse  change in any such  financial

condition or operation.



     (f) Litigation, etc. Except as previously disclosed through Customer's SEC

filings, no litigation, arbitration, administrative or governmental proceedings

are pending or threatened against Grantor, which would, if adversely determined,

materially and adversely affect the financial condition or continued operations

of Grantor, or the liens and security interests of MLBFS hereunder.



     (g) Taxes. All federal, state and local tax returns, reports and statements

required  to  be  filed  by  Grantor  have  been  filed  with  the   appropriate

governmental  agencies and all taxes due and payable by Grantor have been timely

paid  (except  to the  extent  that  any  such  failure  to file or pay will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder or the financial condition or continued operations of Grantor).



     (h)  Collateral.  Grantor has good and marketable  title to the Collateral,

subject tp  immaterial  imperfections  in title,  and,  except for any Permitted

Liens:  (i) none of the  Collateral  is  subject  to any  lien,  encumbrance  or

security  interest,  and (ii) upon the  filing of all  Uniform  Commercial  Code

financing  statements  executed by Grantor with respect to the  Collateral  or a

copy of this Agreement in the appropriate  jurisdiction(s) and/or the completion

of any other action  required by applicable  law to perfect is lien and security

interests,  MLBFS  will  have  valid and  perfected  first  liens  and  security

interests upon all of the Collateral.



     Each of the foregoing  representations  and warranties has been and will be

relied upon as an  inducement to MLBFS to advance funds or extend or continue to

extend  credit to  Customer,  and is  continuing  and shall be deemed  remade by

Grantor  concurrently  with each such advance or extension of credit by MLBFS to

Customer.





4. FINANCIAL AND OTHER INFORMATION



     Grantor  covenants  and agrees  that  Grantor  will  furnish or cause to be

furnished to MLBFS during the term of this  Agreement  such  financial and other

information  as may be required  by the Loan  Agreements  or any other  document

evidencing the Obligations or as MLBFS may from time to time reasonably  request

relating to Grantor or the Collateral.



5. OTHER COVENANTS



     Grantor further agrees during the term of this Agreement that:



     (a) Financial Records; Inspection.  Grantor will: (i) maintain complete and

accurate books and records at its principal place of business, and maintain all

of its financial records in a manner consistent with the financial statements

heretofore furnished to MLBFS, or prepared on such other basis as may be

approved in writing by MLBFS; and (ii) permit MLBFS or its duly authorized

representatives, upon reasonable notice and at reasonable times, to inspect its

properties (both real and personal), operations, books and records.



     (b)  Taxes.  Grantor  will pay when due all  taxes,  assessments  and other

governmental  charges,  howsoever  designated,  and all  other  liabilities  and

obligations,  except  to the  extent  that  any  such  failure  to pay  will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (c) Compliance With Laws and Agreements.  Grantor will not violate any law,

regulation or other governmental requirement, any judgment or order of any court

or governmental agency or authority, or any agreement, instrument or document to

which  it is a party  or by  which  it is  bound,  if any  such  violation  will

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (d)  Notification  By  Grantor.  Grantor  shall  provide  MLBFS with prompt

written notification of: (i) any Default;  (ii) any materially adverse change in

the business,  financial  condition or  operations  of Customer or Grantor;  and

(iii) any information which indicates that any financial  statements of Customer

or  Grantor  fail in any  material  respect  to  present  fairly  the  financial

condition  and  results  of  operations   purported  to  be  presented  in  such

statements. Each notification by Grantor pursuant hereto shall specify the event

or information causing such notification,  and, to the extent applicable,  shall

specify the steps being taken to rectify or remedy such event or information.



     (e) Notice of Change  Grantor  shall give MLBFS not less than 30 days prior

written  notice of any change in the name  (including  any  fictitious  name) or

principal place of business of Grantor.



     (f)  Continuity.  Except  upon the prior  written  consent of MLBFS,  which

consent will not be unreasonably  withheld:  (i) Grantor shall not be a party to

any merger or  consolidation  with,  or  purchase  or  otherwise  acquire all or

substantially  all of the assets of, or any material stock,  partnership,  joint

venture or other equity interest in, any person or entity, or sell,  transfer or

lease all or any substantial part of its assets, if any such action would result

in either: (A) a material change in the principal business, ownership or control

of Grantor,  or (B) a material  adverse  change in the  financial  condition  or

operations  of Grantor;  (ii)  Grantor  shall  preserve its  existence  and good

standing in the  jurisdiction(s)  of establishment and operation;  (iii) Grantor

shall not  engage in any  material  business  substantially  different  from its

business in effect as of the date of  application  by  Customer  for credit from

MLBFS,  or cease  operating any such material  business;  (iv) Grantor shall not

cause or permit any other  person or entity to assume or succeed to any material

business or  operations  of Grantor;  and (iv) Grantor shall not cause or permit

any material change in its controlling ownership.





6. EVENTS OF DEFAULT



     The occurrence of any of the following events shall constitute an "Event of

Default" under this Agreement:



     (a) Event of Default  Under any Loan  Agreement.  An Event of Default shall

occur under the terms of any of the Loan Agreements.



     (b)  Failure  to  Perform.  Grantor  shall  default in the  performance  or

observance  of any covenant or agreement on its part to be performed or observed

under this  Agreement  (not  constituting  an Event of  Default  under any other

clause of this  Section),  and such default  shall  continue  unremedied  for 10

Business  Days after  written  notice  thereof shall have been given by MLBFS to

Grantor.



     (c) Breach of  Warranty.  Any  representation  or warranty  made by Grantor

contained in this  Agreement  shall at any time prove to have been  incorrect in

any material respect when made.



     (d) Default Under Other Agreement. A default or Event of Default by Grantor

shall occur under the terms of any other agreement,  instrument or document with

or intended  for the benefit of MLBFS,  Merrill  Lynch,  Pierce,  Fenner & Smith

Incorporated  ("MLPF&S")  or any of their  affiliates,  and any required  notice

shall have been given and required passage of time shall have elapsed.



     (e) Seizure or Abuse of Collateral.  The  Collateral,  or any material part

thereof,  shall  be or  become  subject  to any  levy,  attachment,  seizure  or

confiscation which is not released within 10 Business Days.



     (f) Bankruptcy Event. Any Bankruptcy Event shall occur.



     (g) Material Impairment. Any event shall occur which shall reasonably cause

MLBFS to in good faith  believe that the prospect of payment or  performance  by

Grantor  has  been  materially  impaired.  The  existence  of  such  a  material

impairment shall be determined in a manner consistent with the intent of Section

1-208 of the UCC.



     (h)  Acceleration of Debt to Other  Creditors.  Any event shall occur which

results in the  acceleration of the maturity of any  indebtedness of $100,000.00

or  more  of  Grantor  to  another  creditor  under  any  indenture,  agreement,

undertaking, or otherwise.



7. REMEDIES



     (a) Remedies Upon Default Upon the occurrence and during the continuance of

any Event of Default,  MLBFS may at its sole option do any one or more or all of

the  following,  at such  time  and in  such  order  as  MLBFS  may in its  sole

discretion choose:



     (i) Acceleration. MLBFS may declare all Obligations to be forthwith due and

payable,  whereupon  all such  amounts  shall be  immediately  due and  payable,

without presentment,  demand for payment,  protest and notice of protest, notice

of dishonor,  notice of  acceleration,  notice of intent to  accelerate or other

notice or  formality  of any kind,  all of which are  hereby  expressly  waived;

provided,  however,  that  upon  the  occurrence  of any  Bankruptcy  Event  all

Obligations shall automatically become due and payable without any action on the

part of MLBFS.



     (ii) Exercise Rights of Secured Party. MLBFS may exercise any or all of the

remedies of a secured party under applicable law, including, but not limited to,

the UCC, and any or all of its other rights and remedies under this Agreement.





     (iii) Possession.  MLBFS may require Grantor to make the Collateral and the

records pertaining to the Collateral available to MLBFS at a place designated by

MLBFS which is reasonably  convenient to Grantor,  or may take possession of the

Collateral and the records  pertaining to the Collateral  without the use of any

judicial process and without any prior notice to Grantor.



     (iv) Sale. MLBFS may sell any or all of the Collateral at public or private

sale upon such terms and  conditions as MLBFS may  reasonably  deem proper,  and

MLBFS may purchase any  Collateral at any such public sale; and the net proceeds

of any such public or private sale and all other amounts  actually  collected or

received  by MLBFS  pursuant  hereto,  after  deducting  all costs and  expenses

incurred at any time in the collection of the Obligations and in the protection,

collection  and sale of the  Collateral,  will be applied to the  payment of the

Obligations,  with any remaining proceeds paid to Grantor or whoever else may be

entitled thereto, and with Customer and each guarantor of Customer's obligations

remaining  jointly and severally  liable for any amount  remaining  unpaid after

such application.



     (v) Delivery of Cash,  Checks,  Etc. MLBFS may require Grantor to forthwith

upon  receipt,  transmit  and deliver to MLBFS in the form  received,  all cash,

checks,  drafts  and  other  instruments  for the  payment  of  money  (properly

endorsed,  where  required,  so that such items may be collected by MLBFS) which

may be  received  by  Grantor  at any  time in full or  partial  payment  of any

Collateral,  and require that Grantor not  commingle any such items which may be

so received by Grantor  with any other of its funds or property but instead hold

them separate and apart and in trust for MLBFS until delivery is made to MLBFS.



     (vi)  Notification of Account Debtors.  MLBFS may notify any Account Debtor

that its  Account or Chattel  Paper has been  assigned  to MLBFS and direct such

Account Debtor to make payment  directly to MLBFS of all amounts due or becoming

due with respect to such Account or Chattel Paper; and MLBFS may enforce payment

and collect, by legal proceedings or otherwise, such Account or Chattel Paper.



     (vii) Control of Collateral. MLBFS may otherwise take control in any lawful

manner of any cash or non-cash items of payment or proceeds of Collateral and of

any rejected,  returned, stopped in transit or repossessed goods included in the

Collateral and endorse Grantor name on any item of payment on or proceeds of the

Collateral,   and,  in  connection  therewith,   MLBFS  may  notify  the  postal

authorities  to change the address for delivery of mail  addressed to Grantor to

such address as MLBFS may designate.



     (b) Set-Off.  MLBFS shall have the further  right upon the  occurrence  and

during the continuance of an Event of Default to set-off,  appropriate and apply

toward payment of any of the Obligations,  in such order of application as MLBFS

may from  time to time and at any  time  elect,  any  cash,  credits,  deposits,

accounts,  financial  assets,  investment  property,  securities  and any  other

property  of Grantor  which is in transit  to or in the  possession,  custody or

control of MLBFS, MLPF&S or any agent,  bailee, or affiliate of MLBFS or MLPF&S.

Grantor hereby  collaterally  assigns and grants to MLBFS a security interest in

all such property as additional Collateral.





     (c)  Power of  Attorney.  Effective  upon the  occurrence  and  during  the

continuance of an Event of Default, Grantor hereby irrevocably appoints MLBFS as

its  attorney-in-fact,  with full power of substitution,  in its place and stead

and in its name or in the name of MLBFS,  to from  time to time in  MLBFS'  sole

discretion  take any action and to execute any  instrument  which MLBFS may deem

necessary or advisable to accomplish the purposes of this Agreement,  including,

but not limited to, to receive, endorse and collect all checks, drafts and other

instruments  for the  payment of money made  payable to Grantor  included in the

Collateral.



     (d) Remedies are Severable and Cumulative. All rights and remedies of MLBFS

herein are  severable  and  cumulative  and in addition to all other  rights and

remedies  available at law or in equity,  and any one or more of such rights and

remedies may be exercised  simultaneously  or successively.  Any notice required

under this  Agreement or under  applicable  law shall be deemed  reasonably  and

properly  given to Grantor if given at the  address and by any of the methods of

giving notice set forth in this Agreement at least 5 Business Days before taking

any action specified in such notice.



     (e) Notices.  To the fullest extent  permitted by applicable  law,  Grantor

hereby irrevocably waives and releases MLBFS of and from any and all liabilities

and  penalties  for  failure  of MLBFS to  comply  with any  statutory  or other

requirement  imposed upon MLBFS relating to notices of sale,  holding of sale or

reporting  of  any  sale,  and  Grantor  waives  all  rights  of  redemption  or

reinstatement  from any such sale.  MLBFS  shall have the right to  postpone  or

adjourn any sale or other  disposition  of Collateral at any time without giving

notice of any such postponed or adjourned date. In the event MLBFS seeks to take

possession of any or all of the  Collateral by court  process,  Grantor  further

irrevocably  waives to the  fullest  extent  permitted  by law any bonds and any

surety or  security  relating  thereto  required by any  statute,  court rule or

otherwise as an incident to such possession, and any demand for possession prior

to the commencement of any suit or action.



8. MISCELLANEOUS



     (a) Non-Waiver.  No failure or delay on the part of MLBFS in exercising any

right,  power or remedy  pursuant to this  Agreement  shall  operate as a waiver

thereof,  and no single or partial  exercise of any such right,  power or remedy

shall  preclude any other or further  exercise  thereof,  or the exercise of any

other  right,  power or  remedy.  Neither  any waiver of any  provision  of this

Agreement,  nor any  consent to any  departure  by Grantor  therefrom,  shall be

effective unless the same shall be in writing and signed by MLBFS. Any waiver of

any provision of this Agreement and any consent to any departure by Grantor from

the terms of this Agreement shall be effective only in the specific instance and

for the specific purpose for which given. Except as otherwise expressly provided

herein,  no notice to or demand on Grantor shall in any case entitle  Grantor to

any other or further notice or demand in similar or other circumstances.



     (b)  Communications.  All  notices  and other  communications  required  or

permitted  hereunder  shall  be  in  writing,  and  shall  be  either  delivered

personally,  mailed  by  postage  prepaid  certified  mail or  sent  by  express

overnight  courier or by  facsimile.  Such notices and  communications  shall be

deemed to be given on the date of personal delivery,  facsimile  transmission or

actual  delivery of certified  mail,  or one  Business Day after  delivery to an

express  overnight  courier.  Unless  otherwise  specified  in a notice  sent or

delivered in accordance with the terms hereof,  notices and other communications

in writing shall be given to the parties  hereto at their  respective  addresses

set forth at the  beginning  of this  Agreement,  and, in the case of  facsimile

transmission,  to the parties at their respective  regular  facsimile  telephone

number.





     (c) Costs,  Expenses and Taxes.  Grantor shall pay or reimburse  MLBFS upon

demand for: (i) all Uniform  Commercial Code filing and search fees and expenses

incurred  by  MLBFS  in  connection   with  the   verification,   perfection  or

preservation of MLBFS' rights  hereunder or in the Collateral;  (ii) any and all

stamp,  transfer and other taxes and fees payable or determined to be payable in

connection with the execution,  delivery and/or recording of this Agreement; and

(iii) all reasonable fees and out-of-pocket expenses (including, but not limited

to,  reasonable  fees and  expenses  of outside  counsel)  incurred  by MLBFS in

connection  with the  enforcement  of this Agreement or the protection of MLBFS'

rights hereunder, excluding, however, salaries and expenses of MLBFS' employees.

The  obligations of Grantor under this paragraph shall survive the expiration or

termination of this Agreement and the discharge of the other Obligations.



     (d) Right to Perform  Obligations.  If Grantor  shall fail to do any act or

thing which it has covenanted to do under this  Agreement or any  representation

or  warranty  on the  part of  Grantor  contained  in this  Agreement  shall  be

breached,  MLBFS may,  in its sole  discretion,  after 5 Business  Days  written

notice is sent to Grantor (or such lesser  notice,  including  no notice,  as is

reasonable  under  the  circumstances),  do the  same or  cause it to be done or

remedy any such breach,  and may expend its funds for such purpose.  Any and all

reasonable  amounts so expended by MLBFS shall be  repayable to MLBFS by Grantor

upon  demand,  with  interest  at the  highest  "Interest  Rate"  under the Loan

Agreements or any document  incorporated into in any of the Loan Agreements,  or

the highest interest rate permitted by law, whichever is less, during the period

from  and  including  the date  funds  are so  expended  by MLBFS to the date of

repayment,  and any  such  amounts  due and  owing  MLBFS  shall  be  additional

Obligations. The payment or performance by MLBFS of any of Grantor's obligations

hereunder shall not relieve Grantor of said  obligations or of the  consequences

of having failed to pay or perform the same,  and shall not waive or be deemed a

cure of any Default.



     (e) Further  Assurances.  Grantor agrees to do such further acts and things

and to execute and deliver to MLBFS such additional agreements,  instruments and

documents as MLBFS may  reasonably  require or deem  advisable to effectuate the

purposes  of this  Agreement,  or to  establish,  perfect  and  maintain  MLBFS'

security interests and liens upon the Collateral, including, but not limited to:

(i) executing financing  statements or amendments thereto when and as reasonably

requested  by  MLBFS;  and  (ii) if in the  reasonable  judgment  of MLBFS it is

required by local law, causing the owners and/or mortgagees of the real property

on which any  Collateral  may be located to execute and deliver to MLBFS waivers

or subordinations reasonably satisfactory to MLBFS with respect to any rights in

such Collateral.



     (f) Binding  Effect.  This Agreement  shall be binding upon Grantor and its

successors  and  assigns,  and  shall  inure to the  benefit  of  MLBFS  and its

successors and assigns.





     (g) Headings. Captions and section and paragraph headings in this Agreement

are  inserted  only as a  matter  of  convenience,  and  shall  not  affect  the

interpretation hereof.



     (h) Governing Law. This Agreement  shall be governed in all respects by the

laws of the State of Illinois.



     (i) Severability of Provisions.  Whenever possible,  each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under

applicable  law.  Any  provision  of  this  Agreement  which  is  prohibited  or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

only to the extent of such prohibition or unenforceability  without invalidating

the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or

enforceability of such provision in any other jurisdiction.



     (j) Term. This Agreement  shall become  effective upon acceptance by MLBFS,

and, subject to the terms hereof, shall continue in effect so long thereafter as

either MLBFS shall be committed to advance funds or extend credit to Customer or

there shall be any Obligations outstanding.



     (k)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more

counterparts which, when taken together, constitute one and the same agreement.



     (l) Jurisdiction; Waiver. GRANTOR acknowledges that this Agreement is being

accepted by MLBFS in partial  consideration  of MLBFS' right and option,  in its

sole discretion, to enforce this Agreement in either the State of Illinois or in

any other  jurisdiction  where GRANTOR or any collateral for the Obligations may

be located.  GRANTOR  IRREVOCABLY SUBMITS ITSELF to jurisdiction in the State of

Illinois and venue in any State or Federal  Court in the County of Cook for such

purposes, and GRANTOR waives any and all rights to contest said jurisdiction and

venue AND THE  CONVENIENCE  OF ANY SUCH FORUM,  AND ANY AND ALL RIGHTS TO REMOVE

SUCH ACTION FROM STATE TO FEDERAL  COURT.  GRANTOR  further waives any rights to

commence any action  against MLBFS in any  jurisdiction  except in the County of

Cook and State of Illinois.  MLBFS and GRANTOR hereby each  expressly  waive any

and all  rights to a trial by jury in any  action,  proceeding  or  counterclaim

brought BY either of the parties  against  the other  party with  respect to any

matter  relating  to,  arising  out of or in any way  connected  with  the  Loan

AgreementS,  this Agreement and/or any of the transactions which are the subject

matter of the Loan  AgreementS or this  Agreement.  GRANTOR  FURTHER  WAIVES THE

RIGHT TO BRING ANY NON-COMPULSORY COUNTERCLAIMS.



     (m)   Integration.   This   written   Agreement   constitutes   the  entire

understanding  and represents the full and final  agreement  between the parties

with  respect to the  subject  matter  hereof,  and may not be  contradicted  by

evidence of prior  written  agreements or prior,  contemporaneous  or subsequent

oral  agreements of the parties.  There are no unwritten oral  agreements of the

parties.  No  amendment or  modification  of this  Agreement  shall be effective

unless in a writing signed by both MLBFS and GRANTOR.



     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year

first above written.



COLORADO TECHNICAL UNIVERSITY, INC. D/B/A COLORADO TECHNICAL UNIVERSITY





By: ____________________________________________________________________________

                  Signature (1)                      Signature (2)



- --------------------------------------------------------------------------------

                  Printed Name                       Printed Name



- --------------------------------------------------------------------------------

                  Title                              Title





Accepted at Chicago, Illinois:

MERRILL LYNCH BUSINESS FINANCIAL

SERVICES INC.



By: __________________________________________________________







                                    EXHIBIT A



     ATTACHED  TO AND HEREBY MADE A PART OF SECURITY  AGREEMENT  NO.  0103551501

BETWEEN MERRILL LYNCH BUSINESS  FINANCIAL  SERVICES INC. AND COLORADO  TECHNICAL

UNIVERSITY,       INC.      D/B/A      COLORADO       TECHNICAL       UNIVERSITY

================================================================================





Locations of Tangible Collateral:



5775 Denver Technical Center Blvd., Suite 100

Greenwood Village, CO  80111



3901 W. 59th Street

Sioux Falls, SD  57103







                               SECURITY AGREEMENT

================================================================================



     Security  Agreement  ("Agreement")  dated as of March 21, 2001, between CTU

CORPORATION F/K/A M.D.J.B.  INC., a corporation organized and existing under the

laws of the State of Delaware  having its  principal  office at 4435 N. Chestnut

Street,  Colorado  Springs,  CO 80907  ("Grantor"),  and MERRILL LYNCH  BUSINESS

FINANCIAL SERVICES INC., a corporation  organized and existing under the laws of

the State of Delaware  having its principal  office at 222 North LaSalle Street,

Chicago, IL 60601 ("MLBFS").



     In order to induce MLBFS to extend or continue to extend credit to WHITMAN

EDUCATION GROUP, INC. D/B/A WHITMAN EDUCATION GROUP F/K/A WHITMAN MEDICAL

CORPORATION ("Customer") under the Loan Agreements (as defined below) or

otherwise, and for other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Grantor hereby agrees with MLBFS as

follows:



1. DEFINITIONS



     (a)  Specific  Terms.  In  addition  to  terms  defined  elsewhere  in this

Agreement,  when used  herein  the  following  terms  shall  have the  following

meanings:



     (xix) "Account  Debtor" shall mean any party who is or may become obligated

with respect to an Account or Chattel Paper.



     (xx) "Bankruptcy  Event" shall mean any of the following:  (A) a proceeding

under any bankruptcy,  reorganization,  arrangement, insolvency, readjustment of

debt or receivership law or statute shall be filed or consented to by Grantor or

Customer;  or (B) any such proceeding shall be filed against Grantor or Customer

and shall not be dismissed or withdrawn within sixty (60) days after filing;  or

(C)  Grantor or  Customer  shall make a general  assignment  for the  benefit of

creditors;  or (D) Grantor or Customer  shall  generally fail to pay or admit in

writing  its  inability  to pay its debts as they  become due; or (E) Grantor or

Customer shall be adjudicated a bankrupt or insolvent.



     (xxi)  "Business  Day" shall mean any day other  than a  Saturday,  Sunday,

federal  holiday or other day on which the New York Stock  Exchange is regularly

closed.



     (xxii)  "Collateral"  shall  mean all  Accounts,  Chattel  Paper,  Contract

Rights, Inventory,  Equipment, Fixtures, General Intangibles,  Deposit Accounts,

Documents,  Instruments,  Financial  Assets and Investment  Property of Grantor,

howsoever  arising,  whether  now owned or  existing  or  hereafter  acquired or

arising, and wherever located;  together with all parts thereof (including spare

parts), all accessories and accessions thereto, all books and records (including

computer  records)  directly related thereto,  all proceeds thereof  (including,

without  limitation,  proceeds in the form of Accounts and insurance  proceeds),

and the additional collateral described in Section 7 (b) hereof.



     (xxiii) "Default" shall mean an "Event of Default", as defined in Section 6

hereof, or any event which with the giving of notice,  passage of time, or both,

would constitute such an Event of Default.



     (xxiv) "Loan Agreement" shall mean: (a) that certain TERM LOAN AND SECURITY

AGREEMENT  No.  0103551501  between  MLBFS and  Customer;  and together with all

agreements,  instruments and documents executed pursuant thereto,  as any or all

of the same may from time to time be or have been amended, restated, extended or

supplemented.



     (xxv) "Location of Tangible  Collateral"  shall mean the address of Grantor

set forth at the beginning of this Agreement, together with any other address or

addresses  set forth on any  exhibit  hereto  as being a  Location  of  Tangible

Collateral.





     (xxvi)  "Obligations"  shall mean all  liabilities,  indebtedness and other

obligations  of  Customer  or Grantor to MLBFS,  howsoever  created,  arising or

evidenced,  whether  now  existing  or  hereafter  arising,  whether  direct  or

indirect,  absolute or contingent, due or to become due, primary or secondary or

joint or several,  and, without  limiting the foregoing,  shall include interest

accruing  after the filing of any  petition in  bankruptcy,  and all present and

future  liabilities,  indebtedness  and  obligations  of Customer under the Loan

Agreements  and the  agreements,  instruments  and documents  executed  pursuant

thereto, and of Grantor under this Agreement.



     (xxvii)  "Permitted  Liens" shall mean with respect to the Collateral:  (A)

liens for current taxes not delinquent,  other  non-consensual  liens arising in

the ordinary  course of business for sums not due,  and, if MLBFS' rights to and

interest in the Collateral are not  materially and adversely  affected  thereby,

any such liens for taxes or other  non-consensual  liens arising in the ordinary

course of business being contested in good faith by appropriate proceedings; (B)

liens in favor of MLBFS; and (C) any other liens expressly  permitted in writing

by MLBFS.



     (b) Other Terms. Except as otherwise defined herein, all terms used in this

Agreement which are defined in the Uniform  Commercial Code of Illinois  ("UCC")

shall have the meanings set forth in the UCC.



2. COLLATERAL



     (a)  Pledge  of  Collateral.  To  secure  payment  and  performance  of the

Obligations,  Grantor hereby pledges, assigns, transfers and sets over to MLBFS,

and grants to MLBFS a first lien and  security  interest  in and upon all of the

Collateral, subject only to Permitted Liens.



     (b) Liens.  Except upon the prior written  consent of MLBFS,  Grantor shall

not create or permit to exist any lien, encumbrance or security interest upon or

with  respect  to any  Collateral  now owned or  hereafter  acquired  other than

Permitted Liens.



     (c)  Performance  of   Obligations.   Grantor  shall  perform  all  of  its

obligations  owing  on  account  of or with  respect  to the  Collateral  in all

material  respects;  it being  understood that nothing herein,  and no action or

inaction  by  MLBFS,  under  this  Agreement  or  otherwise,  shall be deemed an

assumption by MLBFS of any of Grantor's said obligations.



     (d) Notice of Certain Events.  Grantor shall give MLBFS immediate notice of

any  attachment,  lien,  judicial  process,  encumbrance  or claim  affecting or

involving $25,000.00 or more of the Collateral.





     (e) Indemnification Grantor shall indemnify, defend and save MLBFS harmless

from and against any and all claims, losses, costs, expenses (including, without

limitation,  reasonable  attorneys'  fees and expenses),  demands,  liabilities,

penalties,  fines and forfeitures of any nature whatsoever which may be asserted

against or incurred by MLBFS  arising out of or in any manner  occasioned by (i)

the ownership,  use, operation,  condition or maintenance of any Collateral,  or

(ii) any  failure  by  Grantor  to  perform  any of its  obligations  hereunder;

excluding,  however,  from said indemnity any such claims,  losses, etc. arising

out of the  willful  wrongful  act or active  gross  negligence  of MLBFS.  This

indemnity  shall survive the  expiration or  termination of this Agreement as to

all matters arising or accruing prior to such expiration or termination.



     (f) Insurance.  Grantor shall insure all of the tangible Collateral with an

insurer or insurers  reasonably  acceptable to MLBFS, under a policy or policies

of physical damage insurance  reasonably  acceptable to MLBFS providing that (i)

losses  will be  payable to MLBFS as its  interests  may  appear  pursuant  to a

Lender's Loss Payable endorsement , and (ii) MLBFS will receive not less than 10

days  prior  written  notice of any  cancellation;  and  containing  such  other

provisions as may be reasonably  required by MLBFS.  Grantor shall maintain such

other  insurance as may be required by law or otherwise  reasonably  required by

MLBFS.  Grantor  shall  furnish  MLBFS with a copy or  certificate  of each such

policy or policies and, prior to any expiration or cancellation, each renewal or

replacement thereof.



     (g)  Event of  Loss.  Grantor  shall at its  expense  promptly  repair  all

reasonably  repairable damage to any tangible Collateral.  In the event that any

tangible  Collateral  is damaged  beyond  repair,  lost,  totally  destroyed  or

confiscated  (an "Event of Loss") and such  Collateral had a value prior to such

Event of Loss of  $25,000.00  or more,  then, on or before the first to occur of

(i) 90 days after the occurrence of such Event of Loss, or (ii) 10 Business Days

after the date on which  either  Grantor or MLBFS shall  receive any proceeds of

insurance on account of such Event of Loss, or any  underwriter  of insurance on

such tangible  Collateral shall advise either Grantor or MLBFS that it disclaims

liability in respect of such Event of Loss,  Grantor shall, at Grantor's option,

either  replace  the  Collateral  subject to such Event of Loss with  comparable

Collateral  free of all liens other than Permitted Liens (in which event Grantor

shall be entitled to utilize the  proceeds of insurance on account of such Event

of Loss for such purpose, and may retain any excess proceeds of such insurance),

or pay to MLBFS on account of the Obligations an amount equal to the actual cash

value of such  Collateral  as  determined  by either  the  applicable  insurance

company's  payment (plus any applicable  deductible) or, in absence of insurance

company  payment,  as  reasonably  determined  by  MLBFS.   Notwithstanding  the

foregoing,  if at the  time of  occurrence  of such  Event  of Loss or any  time

thereafter  prior to replacement or payment,  as aforesaid,  an Event of Default

shall have  occurred  and be  continuing  hereunder,  then MLBFS may at its sole

option, exercisable at any time while such Event of Default shall be continuing,

require  Grantor to either replace such  Collateral or make a payment on account

of the Obligations, as aforesaid.



     (h)  Sales  and  Collections.  So long as no Event of  Default  shall  have

occurred and be continuing,  Grantor may in the ordinary course of its business:

(i) sell any Inventory  normally  held by Grantor for sale,  (ii) use or consume

any materials and supplies normally held by Grantor for use or consumption,  and

(iii) collect all of its  Accounts.  Grantor shall take such action with respect

to protection of its Inventory and the other  Collateral  and the  collection of

its Accounts as MLBFS may from time to time reasonably request.



     (i) Account  Schedules.  Upon the request of MLBFS, made now or at any time

or times  hereafter,  Grantor shall  deliver to MLBFS,  in addition to the other

information required hereunder, a schedule identifying, for each Account and all

Chattel  Paper  subject to MLBFS'  security  interests  hereunder,  each Account

Debtor by name and address and amount,  invoice number and date of each invoice.

Grantor shall furnish to MLBFS such additional  information  with respect to the

Collateral,  and  amounts  received  by  Grantor  as  proceeds  of  any  of  the

Collateral, as MLBFS may from time to time reasonably request.



     (j) Location.  Except for movements in the ordinary course of its business,

Grantor  shall give MLBFS 30 days'  prior  written  notice of the  placing at or

movement of any tangible  Collateral  to any  location  other than a Location of

Tangible  Collateral.  In no event shall  Grantor  cause or permit any  tangible

Collateral  to be removed  from the United  States  without  the  express  prior

written consent of MLBFS.





     (k) Alterations and  Maintenance.  Except upon the prior written consent of

MLBFS, Grantor shall not make or permit any material alterations to any tangible

Collateral which might materially  reduce or impair its market value or utility.

Grantor shall at all times keep the tangible  Collateral  in good  condition and

repair,  reasonable wear and tear obsolescence  excepted, and shall pay or cause

to be paid all  obligations  arising  from the  repair and  maintenance  of such

Collateral, as well as all obligations with respect to each Location of Tangible

Collateral,  except for any such obligations  being contested by Grantor in good

faith by appropriate proceedings.



3. REPRESENTATIONS AND WARRANTIES



Grantor represents and warrants to MLBFS that:



     (a)  Organization.  Grantor is a  corporation  duly  organized  and validly

existing  in good  standing  under  the laws of the  State of  Delaware,  and is

qualified  to do  business  and in good  standing  in each other state where the

nature of its  business  or the  property  owned by it make  such  qualification

necessary.



     (b)  Execution,  Delivery  and  Performance.  The  execution,  delivery and

performance  by  Grantor  of this  Agreement  have been duly  authorized  by all

requisite  action, do not and will not violate or conflict with any law or other

governmental  requirement,  or any of the  agreements,  instruments or documents

which formed or governed Grantor,  and do not and will not breach or violate any

of the  provisions  of, and will not result in a default by Grantor  under,  any

other agreement, instrument or document to which it is a party or by which it or

its properties are bound.



     (c) Notice or Consent. Except as may have been given or obtained, no notice

to or consent or approval of any  governmental  body or authority or other third

party whatsoever (including, without limitation, any other creditor) is required

in connection  with the  execution,  delivery or  performance by Grantor of this

Agreement.



     (d) Valid and  Binding.  This  Agreement  is the legal,  valid and  binding

obligation  of Grantor,  enforceable  against it in  accordance  with its terms,

except as  enforceability  may be limited by  bankruptcy  and other similar laws

affecting the rights of creditors generally or by general principles of equity.



     (e)  Financial  Statements.  Except as  expressly  set forth in  Grantor 's

financial  statements,  all financial  statements of Grantor  furnished to MLBFS

have been prepared in conformity with generally accepted accounting  principles,

consistently  applied,  are true and correct,  and fairly  present the financial

condition  of it as at such  dates and the  results  of its  operations  for the

periods  then ended;  and since the most recent date  covered by such  financial

statements,  there has been no  material  adverse  change in any such  financial

condition or operation.





     (f) Litigation,  etc. Except as previously disclosed through Customer's SEC

filings, no litigation, arbitration,  administrative or governmental proceedings

are pending or threatened against Grantor, which would, if adversely determined,

materially and adversely affect the financial condition or continued  operations

of Grantor, or the liens and security interests of MLBFS hereunder.



     (g) Taxes. All federal, state and local tax returns, reports and statements

required  to  be  filed  by  Grantor  have  been  filed  with  the   appropriate

governmental  agencies and all taxes due and payable by Grantor have been timely

paid  (except  to the  extent  that  any  such  failure  to file or pay will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder or the financial condition or continued operations of Grantor).



     (h)  Collateral.  Grantor has good and marketable  title to the Collateral,

subject  to  immaterial  imperfections  in title and,  except for any  Permitted

Liens:  (i) none of the  Collateral  is  subject  to any  lien,  encumbrance  or

security  interest,  and (ii) upon the  filing of all  Uniform  Commercial  Code

financing  statements  executed by Grantor with respect to the  Collateral  or a

copy of this Agreement in the appropriate  jurisdiction(s) and/or the completion

of any other action  required by applicable  law to perfect is lien and security

interests,  MLBFS  will  have  valid and  perfected  first  liens  and  security

interests upon all of the Collateral.



     Each of the foregoing  representations  and warranties has been and will be

relied upon as an  inducement to MLBFS to advance funds or extend or continue to

extend  credit to  Customer,  and is  continuing  and shall be deemed  remade by

Grantor  concurrently  with each such advance or extension of credit by MLBFS to

Customer.



4. FINANCIAL AND OTHER INFORMATION



     Grantor  covenants  and agrees  that  Grantor  will  furnish or cause to be

furnished to MLBFS during the term of this  Agreement  such  financial and other

information  as may be required  by the Loan  Agreements  or any other  document

evidencing the Obligations or as MLBFS may from time to time reasonably  request

relating to Grantor or the Collateral.



5. OTHER COVENANTS



     Grantor further agrees during the term of this Agreement that:



     (a) Financial Records; Inspection.  Grantor will: (i) maintain complete and

accurate books and records at its principal place of business,  and maintain all

of its financial  records in a manner  consistent with the financial  statements

heretofore  furnished  to  MLBFS,  or  prepared  on such  other  basis as may be

approved  in  writing by MLBFS;  and (ii)  permit  MLBFS or its duly  authorized

representatives,  upon reasonable notice and at reasonable times, to inspect its

properties (both real and personal), operations, books and records.



     (b)  Taxes.  Grantor  will pay when due all  taxes,  assessments  and other

governmental  charges,  howsoever  designated,  and all  other  liabilities  and

obligations,  except  to the  extent  that  any  such  failure  to pay  will not

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.





     (c) Compliance With Laws and Agreements.  Grantor will not violate any law,

regulation or other governmental requirement, any judgment or order of any court

or governmental agency or authority, or any agreement, instrument or document to

which  it is a party  or by  which  it is  bound,  if any  such  violation  will

materially and adversely affect either the liens and security interests of MLBFS

hereunder, or the financial condition or continued operations of Grantor.



     (d)  Notification  By  Grantor.  Grantor  shall  provide  MLBFS with prompt

written notification of: (i) any Default;  (ii) any materially adverse change in

the business,  financial  condition or  operations  of Customer or Grantor;  and

(iii) any information which indicates that any financial  statements of Customer

or  Grantor  fail in any  material  respect  to  present  fairly  the  financial

condition  and  results  of  operations   purported  to  be  presented  in  such

statements. Each notification by Grantor pursuant hereto shall specify the event

or information causing such notification,  and, to the extent applicable,  shall

specify the steps being taken to rectify or remedy such event or information.



     (e) Notice of Change  Grantor  shall give MLBFS not less than 30 days prior

written  notice of any change in the name  (including  any  fictitious  name) or

principal place of business of Grantor.



     (f)  Continuity.  Except  upon the prior  written  consent of MLBFS,  which

consent will not be unreasonably  withheld:  (i) Grantor shall not be a party to

any merger or  consolidation  with,  or  purchase  or  otherwise  acquire all or

substantially  all of the assets of, or any material stock,  partnership,  joint

venture or other equity interest in, any person or entity, or sell,  transfer or

lease all or any substantial part of its assets, if any such action would result

in either: (A) a material change in the principal business, ownership or control

of Grantor,  or (B) a material  adverse  change in the  financial  condition  or

operations  of Grantor;  (ii)  Grantor  shall  preserve its  existence  and good

standing in the  jurisdiction(s)  of establishment and operation;  (iii) Grantor

shall not  engage in any  material  business  substantially  different  from its

business in effect as of the date of  application  by  Customer  for credit from

MLBFS,  or cease  operating any such material  business;  (iv) Grantor shall not

cause or permit any other  person or entity to assume or succeed to any material

business or  operations  of Grantor;  and (iv) Grantor shall not cause or permit

any material change in its controlling ownership.



6. EVENTS OF DEFAULT



     The occurrence of any of the following events shall constitute an "Event of

Default" under this Agreement:



     (a) Event of Default  Under any Loan  Agreement.  An Event of Default shall

occur under the terms of any of the Loan Agreements.



     (b)  Failure  to  Perform.  Grantor  shall  default in the  performance  or

observance  of any covenant or agreement on its part to be performed or observed

under this  Agreement  (not  constituting  an Event of  Default  under any other

clause of this  Section),  and such default  shall  continue  unremedied  for 10

Business  Days after  written  notice  thereof shall have been given by MLBFS to

Grantor.





     (c) Breach of  Warranty.  Any  representation  or warranty  made by Grantor

contained in this  Agreement  shall at any time prove to have been  incorrect in

any material respect when made.



     (d) Default Under Other Agreement. A default or Event of Default by Grantor

shall occur under the terms of any other agreement,  instrument or document with

or intended  for the benefit of MLBFS,  Merrill  Lynch,  Pierce,  Fenner & Smith

Incorporated  ("MLPF&S")  or any of their  affiliates,  and any required  notice

shall have been given and required passage of time shall have elapsed.



     (e) Seizure or Abuse of Collateral.  The  Collateral,  or any material part

thereof,  shall  be or  become  subject  to any  levy,  attachment,  seizure  or

confiscation which is not released within 10 Business Days.



     (f) Bankruptcy Event. Any Bankruptcy Event shall occur.



     (g) Material Impairment. Any event shall occur which shall reasonably cause

MLBFS to in good faith believe that the prospect of payment or performance by

Grantor has been materially impaired. The existence of such a material

impairment shall be determined in a manner consistent with the intent of Section

1-208 of the UCC.



     (h)  Acceleration of Debt to Other  Creditors.  Any event shall occur which

results in the  acceleration of the maturity of any  indebtedness of $100,000.00

or  more  of  Grantor  to  another  creditor  under  any  indenture,  agreement,

undertaking, or otherwise.





7. REMEDIES



     (a) Remedies Upon Default Upon the occurrence and during the continuance of

any Event of Default,  MLBFS may at its sole option do any one or more or all of

the  following,  at such  time  and in  such  order  as  MLBFS  may in its  sole

discretion choose:



     (i) Acceleration. MLBFS may declare all Obligations to be forthwith due and

payable,  whereupon  all such  amounts  shall be  immediately  due and  payable,

without presentment,  demand for payment,  protest and notice of protest, notice

of dishonor,  notice of  acceleration,  notice of intent to  accelerate or other

notice or  formality  of any kind,  all of which are  hereby  expressly  waived;

provided,  however,  that  upon  the  occurrence  of any  Bankruptcy  Event  all

Obligations shall automatically become due and payable without any action on the

part of MLBFS.



     (ii) Exercise Rights of Secured Party. MLBFS may exercise any or all of the

remedies of a secured party under applicable law, including, but not limited to,

the UCC, and any or all of its other rights and remedies under this Agreement.



     (iii) Possession.  MLBFS may require Grantor to make the Collateral and the

records pertaining to the Collateral available to MLBFS at a place designated by

MLBFS which is reasonably  convenient to Grantor,  or may take possession of the

Collateral and the records  pertaining to the Collateral  without the use of any

judicial process and without any prior notice to Grantor.



     (iv) Sale. MLBFS may sell any or all of the Collateral at public or private

sale upon such terms and  conditions as MLBFS may  reasonably  deem proper,  and

MLBFS may purchase any  Collateral at any such public sale; and the net proceeds

of any such public or private sale and all other amounts  actually  collected or

received  by MLBFS  pursuant  hereto,  after  deducting  all costs and  expenses

incurred at any time in the collection of the Obligations and in the protection,

collection  and sale of the  Collateral,  will be applied to the  payment of the

Obligations,  with any remaining proceeds paid to Grantor or whoever else may be

entitled thereto, and with Customer and each guarantor of Customer's obligations

remaining  jointly and severally  liable for any amount  remaining  unpaid after

such application.



     (v) Delivery of Cash,  Checks,  Etc. MLBFS may require Grantor to forthwith

upon  receipt,  transmit  and deliver to MLBFS in the form  received,  all cash,

checks,  drafts  and  other  instruments  for the  payment  of  money  (properly

endorsed,  where  required,  so that such items may be collected by MLBFS) which

may be  received  by  Grantor  at any  time in full or  partial  payment  of any

Collateral,  and require that Grantor not  commingle any such items which may be

so received by Grantor  with any other of its funds or property but instead hold

them separate and apart and in trust for MLBFS until delivery is made to MLBFS.



     (vi)  Notification of Account Debtors.  MLBFS may notify any Account Debtor

that its  Account or Chattel  Paper has been  assigned  to MLBFS and direct such

Account Debtor to make payment  directly to MLBFS of all amounts due or becoming

due with respect to such Account or Chattel Paper; and MLBFS may enforce payment

and collect, by legal proceedings or otherwise, such Account or Chattel Paper.



     (vii) Control of Collateral. MLBFS may otherwise take control in any lawful

manner of any cash or non-cash items of payment or proceeds of Collateral and of

any rejected,  returned, stopped in transit or repossessed goods included in the

Collateral and endorse Grantor name on any item of payment on or proceeds of the

Collateral,   and,  in  connection  therewith,   MLBFS  may  notify  the  postal

authorities  to change the address for delivery of mail  addressed to Grantor to

such address as MLBFS may designate.





     (b) Set-Off.  MLBFS shall have the further  right upon the  occurrence  and

during the continuance of an Event of Default to set-off,  appropriate and apply

toward payment of any of the Obligations,  in such order of application as MLBFS

may from  time to time and at any  time  elect,  any  cash,  credits,  deposits,

accounts,  financial  assets,  investment  property,  securities  and any  other

property  of Grantor  which is in transit  to or in the  possession,  custody or

control of MLBFS, MLPF&S or any agent,  bailee, or affiliate of MLBFS or MLPF&S.

Grantor hereby  collaterally  assigns and grants to MLBFS a security interest in

all such property as additional Collateral.



     (c)  Power of  Attorney.  Effective  upon the  occurrence  and  during  the

continuance of an Event of Default, Grantor hereby irrevocably appoints MLBFS as

its  attorney-in-fact,  with full power of substitution,  in its place and stead

and in its name or in the name of MLBFS,  to from  time to time in  MLBFS'  sole

discretion  take any action and to execute any  instrument  which MLBFS may deem

necessary or advisable to accomplish the purposes of this Agreement,  including,

but not limited to, to receive, endorse and collect all checks, drafts and other

instruments  for the  payment of money made  payable to Grantor  included in the

Collateral.



     (d) Remedies are Severable and Cumulative. All rights and remedies of MLBFS

herein are  severable  and  cumulative  and in addition to all other  rights and

remedies  available at law or in equity,  and any one or more of such rights and

remedies may be exercised  simultaneously  or successively.  Any notice required

under this  Agreement or under  applicable  law shall be deemed  reasonably  and

properly  given to Grantor if given at the  address and by any of the methods of

giving notice set forth in this Agreement at least 5 Business Days before taking

any action specified in such notice.



     (e) Notices.  To the fullest extent  permitted by applicable  law,  Grantor

hereby irrevocably waives and releases MLBFS of and from any and all liabilities

and  penalties  for  failure  of MLBFS to  comply  with any  statutory  or other

requirement  imposed upon MLBFS relating to notices of sale,  holding of sale or

reporting  of  any  sale,  and  Grantor  waives  all  rights  of  redemption  or

reinstatement  from any such sale.  MLBFS  shall have the right to  postpone  or

adjourn any sale or other  disposition  of Collateral at any time without giving

notice of any such postponed or adjourned date. In the event MLBFS seeks to take

possession of any or all of the  Collateral by court  process,  Grantor  further

irrevocably  waives to the  fullest  extent  permitted  by law any bonds and any

surety or  security  relating  thereto  required by any  statute,  court rule or

otherwise as an incident to such possession, and any demand for possession prior

to the commencement of any suit or action.





8. MISCELLANEOUS



     (a) Non-Waiver.  No failure or delay on the part of MLBFS in exercising any

right,  power or remedy  pursuant to this  Agreement  shall  operate as a waiver

thereof,  and no single or partial  exercise of any such right,  power or remedy

shall  preclude any other or further  exercise  thereof,  or the exercise of any

other  right,  power or  remedy.  Neither  any waiver of any  provision  of this

Agreement,  nor any  consent to any  departure  by Grantor  therefrom,  shall be

effective unless the same shall be in writing and signed by MLBFS. Any waiver of

any provision of this Agreement and any consent to any departure by Grantor from

the terms of this Agreement shall be effective only in the specific instance and

for the specific purpose for which given. Except as otherwise expressly provided

herein,  no notice to or demand on Grantor shall in any case entitle  Grantor to

any other or further notice or demand in similar or other circumstances.



     (b)  Communications.  All  notices  and other  communications  required  or

permitted  hereunder  shall  be  in  writing,  and  shall  be  either  delivered

personally,  mailed  by  postage  prepaid  certified  mail or  sent  by  express

overnight  courier or by  facsimile.  Such notices and  communications  shall be

deemed to be given on the date of personal delivery,  facsimile  transmission or

actual  delivery of certified  mail,  or one  Business Day after  delivery to an

express  overnight  courier.  Unless  otherwise  specified  in a notice  sent or

delivered in accordance with the terms hereof,  notices and other communications

in writing shall be given to the parties  hereto at their  respective  addresses

set forth at the  beginning  of this  Agreement,  and, in the case of  facsimile

transmission,  to the parties at their respective  regular  facsimile  telephone

number.



     (c) Costs,  Expenses and Taxes.  Grantor shall pay or reimburse  MLBFS upon

demand for: (i) all Uniform  Commercial Code filing and search fees and expenses

incurred  by  MLBFS  in  connection   with  the   verification,   perfection  or

preservation of MLBFS' rights  hereunder or in the Collateral;  (ii) any and all

stamp,  transfer and other taxes and fees payable or determined to be payable in

connection with the execution,  delivery and/or recording of this Agreement; and

(iii) all reasonable fees and out-of-pocket expenses (including, but not limited

to,  reasonable  fees and  expenses  of outside  counsel)  incurred  by MLBFS in

connection  with the  enforcement  of this Agreement or the protection of MLBFS'

rights hereunder, excluding, however, salaries and expenses of MLBFS' employees.

The  obligations of Grantor under this paragraph shall survive the expiration or

termination of this Agreement and the discharge of the other Obligations.



     (d) Right to Perform  Obligations.  If Grantor  shall fail to do any act or

thing which it has covenanted to do under this  Agreement or any  representation

or  warranty  on the  part of  Grantor  contained  in this  Agreement  shall  be

breached,  MLBFS may,  in its sole  discretion,  after 5 Business  Days  written

notice is sent to Grantor (or such lesser  notice,  including  no notice,  as is

reasonable  under  the  circumstances),  do the  same or  cause it to be done or

remedy any such breach,  and may expend its funds for such purpose.  Any and all

reasonable  amounts so expended by MLBFS shall be  repayable to MLBFS by Grantor

upon  demand,  with  interest  at the  highest  "Interest  Rate"  under the Loan

Agreements or any document  incorporated into in any of the Loan Agreements,  or

the highest interest rate permitted by law, whichever is less, during the period

from  and  including  the date  funds  are so  expended  by MLBFS to the date of

repayment,  and any  such  amounts  due and  owing  MLBFS  shall  be  additional

Obligations. The payment or performance by MLBFS of any of Grantor's obligations

hereunder shall not relieve Grantor of said  obligations or of the  consequences

of having failed to pay or perform the same,  and shall not waive or be deemed a

cure of any Default.



     (e) Further  Assurances.  Grantor agrees to do such further acts and things

and to execute and deliver to MLBFS such additional agreements,  instruments and

documents as MLBFS may  reasonably  require or deem  advisable to effectuate the

purposes  of this  Agreement,  or to  establish,  perfect  and  maintain  MLBFS'

security interests and liens upon the Collateral, including, but not limited to:

(i) executing financing  statements or amendments thereto when and as reasonably

requested  by  MLBFS;  and  (ii) if in the  reasonable  judgment  of MLBFS it is

required by local law, causing the owners and/or mortgagees of the real property

on which any  Collateral  may be located to execute and deliver to MLBFS waivers

or subordinations reasonably satisfactory to MLBFS with respect to any rights in

such Collateral.





     (f) Binding  Effect.  This Agreement  shall be binding upon Grantor and its

successors  and  assigns,  and  shall  inure to the  benefit  of  MLBFS  and its

successors and assigns.



     (g) Headings. Captions and section and paragraph headings in this Agreement

are  inserted  only as a  matter  of  convenience,  and  shall  not  affect  the

interpretation hereof.



     (h) Governing Law. This Agreement  shall be governed in all respects by the

laws of the State of Illinois.



     (i) Severability of Provisions.  Whenever possible,  each provision of this

Agreement shall be interpreted in such manner as to be effective and valid under

applicable  law.  Any  provision  of  this  Agreement  which  is  prohibited  or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective

only to the extent of such prohibition or unenforceability  without invalidating

the  remaining  provisions  of this  Agreement  or  affecting  the  validity  or

enforceability of such provision in any other jurisdiction.



     (j) Term. This Agreement  shall become  effective upon acceptance by MLBFS,

and, subject to the terms hereof, shall continue in effect so long thereafter as

either MLBFS shall be committed to advance funds or extend credit to Customer or

there shall be any Obligations outstanding.



     (k)   Counterparts.   This  Agreement  may  be  executed  in  one  or  more

counterparts which, when taken together, constitute one and the same agreement.



     (l) Jurisdiction; Waiver. GRANTOR acknowledges that this Agreement is being

accepted by MLBFS in partial  consideration  of MLBFS' right and option,  in its

sole discretion, to enforce this Agreement in either the State of Illinois or in

any other  jurisdiction  where GRANTOR or any collateral for the Obligations may

be located.  GRANTOR  IRREVOCABLY SUBMITS ITSELF to jurisdiction in the State of

Illinois and venue in any State or Federal  Court in the County of Cook for such

purposes, and GRANTOR waives any and all rights to contest said jurisdiction and

venue AND THE  CONVENIENCE  OF ANY SUCH FORUM,  AND ANY AND ALL RIGHTS TO REMOVE

SUCH ACTION FROM STATE TO FEDERAL  COURT.  GRANTOR  further waives any rights to

commence any action  against MLBFS in any  jurisdiction  except in the County of

Cook and State of Illinois.  MLBFS and GRANTOR hereby each  expressly  waive any

and all  rights to a trial by jury in any  action,  proceeding  or  counterclaim

brought BY either of the parties  against  the other  party with  respect to any

matter  relating  to,  arising  out of or in any way  connected  with  the  Loan

AgreementS,  this Agreement and/or any of the transactions which are the subject

matter of the Loan  AgreementS or this  Agreement.  GRANTOR  FURTHER  WAIVES THE

RIGHT TO BRING ANY NON-COMPULSORY COUNTERCLAIMS.



     (m)   Integration.   This   written   Agreement   constitutes   the  entire

understanding  and represents the full and final  agreement  between the parties

with  respect to the  subject  matter  hereof,  and may not be  contradicted  by

evidence of prior  written  agreements or prior,  contemporaneous  or subsequent

oral  agreements of the parties.  There are no unwritten oral  agreements of the

parties.  No  amendment or  modification  of this  Agreement  shall be effective

unless in a writing signed by both MLBFS and GRANTOR.



     IN WITNESS WHEREOF, this Agreement has been executed as of the day and year

first above written.



CTU CORPORATION F/K/A M.D.J.B. INC.



By: ____________________________________________________________________________

                  Signature (1)                      Signature (2)



- --------------------------------------------------------------------------------

                  Printed Name                       Printed Name



- --------------------------------------------------------------------------------

                  Title                              Title



Accepted at Chicago, Illinois:

MERRILL LYNCH BUSINESS FINANCIAL

SERVICES INC.





By: __________________________________________________________







                                    EXHIBIT A



     ATTACHED  TO AND HEREBY MADE A PART OF SECURITY  AGREEMENT  NO.  0103551501

BETWEEN MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. AND CTU CORPORATION F/K/A

M.D.J.B.INC.

==============================================================================





Locations of Tangible Collateral: