SECURITY AGREEMENT

EXHIBIT 10.5

                             SECURITY AGREEMENT

     THIS SECURITY AGREEMENT (this "Agreement"), dated as of October 31,
2008, is made by and between iPRINT TECHNOLOGIES, LLC, a Delaware limited
liability company ("Debtor") and iPRINT TECHNOLOGIES, INC., a California
corporation ("Secured Party").
RECITALS

          A.       Debtor has executed and delivered to Secured Party (i) that
                  certain Secured Contingent Promissory Note No. 1 of even
                  date herewith, payable to Secured Party in the original
                  principal amount of Five Hundred Seventy Five Thousand
                  Dollars ($575,000) (the "First Short-term Note"); (ii) that
                  certain Secured Contingent Promissory Note No. 2 of even
                  date herewith, payable to Secured Party in the original
                  principal amount of Five Hundred Seventy Five Thousand
                  Dollars ($575,000) (the "Second Short-term Note"); (iii)
                   that certain Secured Non-Contingent Promissory Note of even
                  date herewith, payable to Secured Party in the original
                  principal amount of Five Hundred Thousand Dollars
                  ($500,000) (the "Additional Note"); and (iv) that certain
                  Secured Convertible Contingent Promissory Note of even date
                  herewith, payable to Secured Party in the original
                  principal amount of One Million Eight Hundred Fifty
                   Thousand Dollars ($1,850,000) (the "Long-term Note" and
                  together with the First Short-term Note, the Second Short-
                  term Note, and the Additional Note, individually a "Note"
                  and collectively, the "Notes").  

          B.       To secure Debtor's obligations under the Notes and
                  Debtor's obligations under this Agreement and certain other
                  agreements, Debtor has agreed to grant Secured Party a
                   security interest as provided below.

          C.       This Agreement is being delivered in accordance with
                  that certain Asset Purchase Agreement, dated as of October
                  31, 2008, by and among Debtor, Secured Party, American
                  TonerServ Corp., a Delaware corporation ("ATS") and certain
                  other parties (the "Purchase Agreement").  

                                  AGREEMENT

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

     1.      Definitions.   As used in this Agreement, the following
capitalized terms shall have the meanings ascribed thereto below.  
Capitalized terms used herein but not otherwise defined herein shall have the
meanings ascribed thereto in the Delaware Uniform Commercial Code ("UCC") as
in effect on the date hereof.

           (a)      "Collateral" means the property listed on the Description
of Collateral attached hereto as Exhibit A, and all substitutions for, and
additions, improvements, and accessions thereto, and the proceeds thereof,
including proceeds acquired with cash proceeds.   The Collateral comprises of
the Purchased Assets other than the Inventory and Accounts Receivable (as
such terms are defined in the Purchase Agreement).

           (b)      "Event of Default" means an event or condition described
in Section 6 hereof.

           (c)      "Obligations" means any and all debts, obligations, and
liabilities of Debtor to Secured Party arising out of, or relating in any way
to the Notes or any addendums thereto, including all future advances made
thereunder, any payment obligations of Debtor to Secured Party pursuant to
this Agreement, the Employment Agreements (as defined in the Purchase
Agreement), the Consulting Agreement (as defined in the Purchase Agreement),
and that certain side letter agreement of even date herewith, and any
performance obligations of Debtor to Secured Party pursuant to that certain
side letter agreement of even date herewith and the Buyer's Supplier Credit
Obligations (as defined in the Purchase Agreement), whether existing or
arising after the date of this Agreement; whether voluntary or involuntary;
whether or not jointly owned with others; whether direct or indirect; or
whether absolute or contingent; and whether or not from time to time
increased, decreased, extinguished, created, or incurred.  

     2.      Creation of Security Interest.   Debtor hereby grants to Secured
Party a continuing security interest in the Collateral to secure payment and
performance of the Obligations.

     3.      Debtor's Representations and Warranties.   Debtor hereby
represents and warrants to Secured Party as follows:

           (a)      Organization.   Debtor is a limited liability company duly
organized, validly existing, and in good standing under the laws of the State
of Delaware and has all requisite power and authority to carry on its
business as presently conducted.   Debtor is duly qualified or licensed to do
business and is in good standing in each jurisdiction in which the nature of
its business or its properties makes such qualification or licensing
necessary, other than in such jurisdictions where the failure to be so
qualified or licensed would not have a material adverse effect on Debtor.  

           (b)      Authority.   Debtor has the full right, capacity, power,
and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions contemplated hereby.  
This Agreement has been duly executed and delivered by Debtor, and assuming
due authorization, execution, and delivery by Secured Party, constitutes the
valid and legally binding obligations of Debtor enforceable in accordance
with its terms and conditions, except as may be limited (i) by applicable
bankruptcy, insolvency, reorganization, or other laws of general application
affecting creditors' rights generally or (ii) by general principles of
equity.  

           (c)      No Conflict.   The execution, delivery and performance by
Debtor of this Agreement and the consummation of the transactions
contemplated hereby will not (i) violate any statute, ordinance, regulation,
order, judgment or decree of any court or governmental agency or board; (ii)  
violate, conflict with, result in any breach of, or constitute a default (or
an event that, with notice or lapse of time or both, would constitute a
default) under any contract to which Debtor is a party or by which it is
bound, or under its Certificate of Formation or Limited Liability Company
Agreement; or (iii) result in the creation of a lien against the Collateral
except that created by this Agreement.  

           (d)      No Defenses.   There are no defenses, counterclaims, or
setoffs that may be asserted against Secured Party with respect to the
Collateral or payment or performance of the Obligations, except as otherwise
provided herein or in the Notes.  

           (e)      Title.   Subject to the accuracy of Secured Party's
representations and warranties contained in the Purchase Agreement, Debtor
owns all right, title, and interest in the Collateral free and clear of all
liens, encumbrances, and security interests, except the security interest
created by this Agreement.  

           (f)      First Priority Lien.   Subject to the accuracy of Secured
Party's representations and warranties contained in the Purchase Agreement,
the liens granted to Secured Party under this Agreement will constitute a
first priority lien on the Collateral upon the filing of appropriate
financing statements and Debtor's grant of such lien to Secured Party does
not constitute a fraudulent conveyance under any applicable law.

           (g)      Full Disclosure.   No representation, warranty or other
statement of Debtor contained herein, when taken as a whole, contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements contained herein not misleading.

           (h)      No Event of Default.   No Event of Default exists or
potentially exists.  

     4.      Debtor's Covenants.   Debtor hereby covenants:

           (a)      Pay and Perform Obligations.   To pay and perform the
Obligations to Secured Party when they are due.

           (b)      Protection of Security Interest.   To, at the request of
Secured Party, execute and deliver to Secured Party all financing statements
or other documents that Secured Party may reasonably request, in form
satisfactory to Secured Party, to perfect and continue perfecting Secured
Party's security interest in the Collateral.   Secured Party shall pay all
expenses, including attorneys fees and expenses, related to the perfection
and continuation of Secured Party's security interest in the Collateral.  

           (c)      Transactions Involving Collateral.   Not to, without the
prior written consent of Secured Party, (i) sell, assign, or otherwise
transfer the Collateral except in the ordinary course of business, or (ii)
pledge, mortgage, encumber, or otherwise permit the Collateral to be subject
to any lien, except existing liens, current tax liens, and purchase money
liens.

           (d)      Compliance With Laws.   To comply with all laws, statutes,
and regulations pertaining to the Collateral.

           (e)      Taxes, Assessments, and Liens.   To pay when due all taxes,
assessments, and liens with regard to the Collateral.   Debtor may withhold
any such payment or may elect to contest any lien if Debtor is conducting
appropriate proceedings in good faith to contest the obligation to pay and so
long as Secured Party's interest is not jeopardized.

           (f)      Maintain Insurance.   To maintain such insurance policies
as Secured Party and Debtor mutually deem reasonably necessary or desirable
to continuously insure the Collateral against fire, theft, and other hazards
designated at any time by Secured Party, in an amount not less than all sums
secured hereby.   Each such policy shall name Secured Party as an additional
insured and loss payee.

           (g)      Unlawful Use.   Not to use the Collateral for any unlawful
purpose or in any way that would void any effective insurance.

           (h)      Certain Events.   Not to effectuate a Change in Control (as
defined below), liquidate or dissolve.   As used in this Agreement, "Change in
Control" shall mean (i) the sale of all or substantially all of the assets of
Debtor or the Business, or (ii) the closing of the acquisition of Debtor by
another entity by means of merger, consolidation, or other transaction or
series of related transactions, resulting in the exchange of the outstanding
membership interests, or the issuance of additional membership interests,
such that the members of Debtor prior to such transaction own, directly or
indirectly, less than fifty percent (50%) of the voting power of the
surviving entity.  

     5.      Termination.   This Agreement will continue in effect even though
from time to time there may be no outstanding Obligations under this
Agreement.   The Agreement will terminate when (i) Debtor completes
performance of all Obligations, including without limitation the repayment of
all indebtedness by Debtor to Secured Party; (ii) Secured Party has no
commitment that could give rise to an Obligation; and (iii) Debtor has
notified Secured Party in writing of the termination.

     6.      Events of Default.   Any of the following events or conditions
shall constitute an Event of Default by Debtor under this Agreement:

           (a)      False Representation.   Any representation or warranty of
Debtor contained herein shall prove to have been false or misleading in a
material respect when made.

           (b)      Payment or Performance Default.   A default occurs in the
payment or performance of the Obligations in accordance with the terms
thereof and such default remains uncured for ten (10) business day after
written notice thereof from Secured Party; provided, however, if the default
is with respect to payment of the Additional Note, Debtor shall only have
five (5) business days following written notice to cure.

           (c)      Levy.   Any levy or proceeding against the Collateral or
Debtor's interest in the Collateral, except if Debtor is conducting
appropriate proceedings in good faith to contest the levy or proceeding.

           (d)      Damage.   The Collateral is lost, stolen, or damaged.
    
           (e)      Dissolution.   Debtor ceases operations, is dissolved, or
terminates its existence.

            (f)      Change in Control.   A Change in Control has occurred.

           (g)      Insolvency.  

                (1)      Voluntary Proceedings.   Debtor (i) ceases or fails to
be solvent, or generally fails to pay, or admits in writing its inability to
pay, its debts as they become due, subject to applicable grace periods, if
any, whether at stated maturity or o