SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”) dated as of July 1, 2008 by and between  BPA Associates LLC., a Massachusetts  limited liability company (the “ Company ”) and , John Thomas Bridge & Opportunity Fund, together with its successors and assigns in such capacity, the “ Secured Party ”).

WHEREAS, on the date hereof, the Sahara Media Inc., a Delaware corporation (“Sahara”) entered  into a Debenture Agreement (the “Debenture Agreement”); in which the Secured Party has loaned the Company $500,000 (the “Loan”)

WHEREAS , immediately after Sahara has received the proceeds of the Loan pursuant to the Debenture Agreement, Sahara is making a $50,000 payment to the Company (the “Sahara Payment”);

WHEREAS, in consideration of the Secured Party’s making the Loan and the Sahara Payment, the Company has agreed to secure the payment of the Loan by Sahara with certain assets of the Company as  set forth herein.

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

Section 1.   Definitions .  Capitalized terms used herein without definition and defined in the Debenture Agreement are used herein as defined therein.  In addition, as used herein:

“ Collateral ” shall have the meaning ascribed thereto in Section 3 hereof.

“ Documents ” means any “documents,” as such term is defined in the Uniform Commercial Code, and shall include, without limitation, all documents of title (as defined in the Uniform Commercial Code), bills of lading or other receipts evidencing or representing Inventory or Equipment.

“ Event of Default ” shall have the meaning set forth in the Debenture Agreement.

 “ Liabilities ” shall mean all obligations, liabilities and indebtedness of every nature of Sahara  from time to time owed or owing under or in respect of this Agreement or the Debenture Agreement as the case may be, including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing, due or payable whether before or after the filing of a bankruptcy, insolvency or similar proceeding under applicable federal, state, foreign or other law and whether or not an allowed claim in any such proceeding.

“ Lien ” shall mean any mortgage, lien, pledge, hypothecation, charge, security interest, encumbrance or adverse claim of any kind and any restrictive covenant, condition, restriction or exception of any kind that has the practical effect of creating a mortgage, lien, pledge, hypothecation, charge, security interest, encumbrance or adverse claim of any kind.

 “ Proceeds ” means “proceeds,” as such term is defined in the Uniform Commercial Code and, in any event, includes, without limitation, (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable with respect to any of the Collateral, (b) any and all payments (in any form whatsoever) made or due and payable from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental body, authority, bureau or agency (or any person acting under color of governmental authority), and (c) any and all other amounts from time to time paid or payable under, in respect of or in connection with any of the Collateral.

  “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect from time to time in the State of Texas; provided, that to the extent that the Uniform Commercial Code is used to define any term herein and such term is defined differently in different Articles or Divisions of the Uniform Commercial Code, the definition of such term contained in Article or Division 9 shall govern.

Section 2.   Representations, Warranties and Covenants of the Company .  The Company represents and warrants to, and covenants with, the Secured Party as follows:

(a)           The Company has all rights, title and interest to the Collateral and the power to transfer the Collateral in which it purports to grant a security interest pursuant to Section 3 hereof (subject, with respect to after acquired Collateral, to the Company acquiring the same) and no Lien or licenses exists or will exist upon such Collateral at any time.

(b)           This Agreement is effective to create in favor of Secured Party a valid security interest in and Lien upon all of the Company’s right, title and interest in and to the Collateral, and upon the filing of appropriate Uniform Commercial Code financing statements in the jurisdictions listed on Schedule I attached hereto, such security interest will be a duly perfected first priority security interest in all of the Collateral.

(c)           The Collateral is a trade secret of the Company and the contents of the Collateral is not information readily available to the general public.  No other party has the right to use or access the Collateral.

Section 3.   Collateral .  As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Liabilities, the Company hereby pledges and grants to the Secured Party, for the benefit of itself and the Buyers, a Lien on and security interest in and to all of the Company’s right, title and interest in all the database listed on Schedule II.

Section 4.   Covenants; Remedies .  In furtherance of the grant of the pledge and security interest pursuant to Section 3 hereof, the Company hereby agrees with the Secured Party as follows:

4.1.   Delivery and Other Perfection; Maintenance, etc .

(a)            Documents and Actions .  The Company shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement, or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Secured Party to exercise and enforce the rights of the Secured Party hereunder with respect to such pledge and security interest.  Notwithstanding the foregoing, the Company hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (a) cove the Collateral  and (b) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State of Delaware or any other State for the sufficiency or filing office acceptance of any financing statement or amendment.  The Company agrees to furnish any such information to the Secured Party promptly upon request.  The Company also ratifies its authorization for the Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

4.2   Other Liens .  The Company will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral, and will defend the right, title and interest of the Secured Party in and to the Collateral and in and to all Proceeds thereof against the claims and demands of all Persons whatsoever.

4.3   Events of Default, Etc .  During the period during which an Event of Default (as defined in the Debenture Agreement) shall have occurred and be continuing:

(a)           the Company shall, at the request of the Secured Party, assemble the Collateral and make it available to Secured Party  at a place or places designated by the Secured Party which are reasonably convenient to Secured Party, as applicable;

(b)           the Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(c)           the Secured Party shall have all of the rights and remedies with respect to the Collateral of a Secured Party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a Secured Party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right, to the maximum extent permitted by law, to: (i) exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Secured Party were the sole and absolute owner thereof (and the Company agrees to take all such action as may be appropriate to give effect to such right) and (ii) to the appointment of a receiver or receivers for all or any part of the Collateral, whether such receivership be incident to a proposed sale or sales of such Collateral or otherwise and without regard to the value of the Collateral or the solvency of any person or persons liable for the payment of the Liabilities secured by such Collateral.  The Company hereby consents to the appointment of such receiver or receivers, waives any and all defenses to such appointment and agrees that such appointment shall in no manner impair, prejudice or otherwise affect the rights of Secured Party under this Agreement.  The Company hereby expressly waives notice of a hearing for appointment of a receiver and the necessity for bond or an accounting by the receiver;

(d)           the Secured Party, in its discretion may, in the name of the Secured Party or in the name of a the Company or otherwise, demand, sue for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(e)  RESERVED; and

(f)           the Secured Party may, upon ten (10) Business Days’ prior written notice to the Company of the time and place (which notice the Company hereby agree is commercially reasonable notification for purposes hereof), with respect to the Collateral or any part thereof which shall then be or shall thereafter come into the possession, custody or control of the Secured Party, sell, lease, license, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Secured Party or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, any such demand, notice and right or equity being hereby expressly waived and released.  The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The proceeds of each collection, sale or other disposition under this Section 4.3 shall be applied in accordance with Section 4.8 hereof.

4.4   Deficiency .  If the proceeds of sale, collection or other realization