SECURITY AGREEMENT

EXHIBIT 10.3 SECURITY AGREEMENT

1.    Any and all of Debtor’s rights, title, benefits, and interests now owned or hereafter acquired in Cable Asset Purchase from Eagle West Communications, Inc. (hereinafter called “CAP/EWC”), including CAP/EWC’s accounts receivable; and

2.    Any and all of CAP/EWC’s rights, title, benefits, and interests now owned or hereafter acquired in any and all of CAP/EWC’s capital equipment; and

3.    Any and all other personal assets of CAP/EWC;

4.    Together with any and all proceeds received should any of the foregoing be sold, exchanged, collected or otherwise disposed of (all of which is hereafter called the "Collateral"); provided, however, no provisions herein shall be construed as or deemed authority for Debtor to sell, exchange or otherwise dispose of the Collateral or any portion thereof without the express prior written consent of Secured Party, which consent shall not be unreasonably withheld. The security interest granted hereby to Secured Party secures the payment of all indebtedness, liabilities and obligations of Debtor to Secured Party (hereinafter collectively called the "Obligations"), whether joint or several, direct or indirect, absolute or contingent due or to become due, now existing or hereafter arising, and all renewals, extensions and rearrangements of the Obligations, and any of the same, including, without limitation, the Promissory Note of even date herewith (hereinafter the “Promissory Note”), together with any and all extensions and rearrangements, amendments, supplements, modifications and renewals of the foregoing, and including all reasonable costs and expenses and attorneys' fees and legal expenses payable by Secured Party in connection herewith or therewith, and also secures the performance by Debtor of the agreements hereinafter set forth.

5.    Debtor hereby represents, warrants and agrees that:

6.    (a) Debtor is the sole owner and holder of the Collateral free and clear of all liens and security interests except the security interest granted hereby; (b) Debtor has the authority to enter into and perform this agreement and to grant the security interests created hereby; and (c) the Collateral is being used for use primarily for business purposes.

7.    (a) To the extent possible, the Collateral will be kept at CAP/EWC’s place of business listed in Section 3 of this agreement; Debtor will give Secured Party at least thirty (30) days prior written notice of any change in the location of the Collateral within or without the States of the United States & territories; and (b) Debtor will not remove the Collateral from the States of the United States & territories without the prior written consent of Secured Party.

8.    The President of EWC is Paul D.H. LaBarre.

9.    Debtor will defend the Collateral against any claims and demands of all Persons at any time claiming the same or any interest therein.

10.    Except for those in favor of Secured Party, no financing statement or security agreement covering any Collateral or any proceeds thereof is currently or will be on file in any public office. Debtor hereby authorizes Secured Party to file, in jurisdictions where this authorization will be given effect, a financing statement signed only by Secured Party describing the Collateral in the same manner as it is described herein; and from time to time, at the request of Secured Party, Debtor will execute one or more financing statements and such other documents (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Secured Party) and do such other acts and things, all as Secured Party may request, to establish and maintain a valid security interest in the Collateral (free of all other liens and claims whatsoever except as otherwise provided herein) to secure the payment of the Obligations. In connection with the forgoing, it is agreed and understood between the parties hereto (and Secured Party is hereby authorized to carry out and implement the following agreements and understandings and Debtor hereby agrees to pay the costs thereof) that Secured Party may, at any time or times, file as a financing statement any counterpart, copy or reproduction of this agreement signed by Debtor if Secured Party shall elect so to file, and it is also agreed and understood that Secured Party may, if deemed necessary or desirable, file (or sign and file) as a financing statement any carbon copy of, or photographic or other reproduction of, this agreement or of any financing statement executed in connection with this agreement.

11.    Debtor will not (a) permit any liens, encumbrances or security interests (other than Secured Party's liens) to attach to any of the Collateral; (b) permit any of the Collateral to be levied upon under any legal process; (c) sell, transfer, lease or otherwise dispose of any of the Collateral or any interest therein (other than in the ordinary course of business), or offer to do so, without the prior express written consent of Secured Party; and (d) permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded thereby or hereby.

12.    Debtor will not use the Collateral or permit the Collateral to be used in violation of any statute, ordinance or other law which could result in a material adverse effect upon its business or financial condition or which could result in loss or forfeiture of the Collateral or which could result in loss or impairment of (or priority with respect to) Secured Party's interest in the Collateral; and Debtor will permit Secured Party and its agents, representatives and employees to examine the Collateral at all times, and for such purpose, Secured Party may enter upon or into any premises where the Collateral may be located without being guilty of a trespass. Debtor will furnish to Secured Party upon request all pertinent information regarding the Collateral.

13.    Debtor will protect the title and possession of the Collateral and will, at Debtor's own cost and expense, promptly pay when due all taxes, assessments, maintenance charges and other impositions of every kind and character charged, levied, assessed or imposed against the Collateral or real property, if any, to which the Collateral may be affixed or any part thereof, as the same become payable and before they become delinquent, and upon request of Secured Party shall furnish due proof of such payment to Secured Party promptly after payment.

14.    Secured Party may at its option, but without any obligation to do so, pay, for the account of Debtor, any taxes, liens or security interest or other encumbrances at any time levied or placed on the Collateral, pay for the maintenance and preservation of the Collateral, prosecute or defend any suits in relati