SECURITY AGREEMENT

THIS SECURITY AGREEMENT ( “ this “Agreement” ) is made and entered into as of the 17th day of June, 2009, by and between The WEB Channel Network, Inc., a Florida corporation ( "WEB Channel" ), and The WEB Channel Network, LLC, a Florida entity ( "Secured Party" ).

WHEREAS , Pursuant to that certain Asset Purchase Agreement of even date herewith (the “Asset Purchase Agreement” ) among Innovative Software Technologies, Inc. (the “Company” ), The WEB Channel Network, Inc. ( “WEB Channel” ), The WEB Channel Network, LLC. (the “Secured Party” ), and Robert W. Singerman, ( “Manager” ), WEB Channel has executed a Secured Promissory Note of even date herewith in favor of Secured Party  (the “Note” )in the principal amount of Five Hundred Thousand Dollars ($500,000).

WHEREAS , Secured Party has required, as a condition to entering into the transactions contemplated by the Asset Purchase Agreement, that WEB Channel grant Secured Party a first priority security interest in all of WEB Channel’s assets and property, and to that end has required the execution and delivery of this Agreement by WEB Channel.

NOW, THEREFORE , in consideration of the mutual covenants and agreements contained in the Note and herein, the parties hereto, intending to be legally bound, agree as follows:

1.             Incorporation of Recitals, Purchase Agreement, and Note . The foregoing Recitals, the Note and the terms and provisions thereof, are hereby incorporated herein in their entirety by this reference.

2.             Definitions . The following terms shall have the meanings set forth below:

“Obligations” means each and every debt, liability, and obligation of every type and description, including without limitation any debt, liability, and obligation arising under or in connection with the Note and Asset Purchase Agreement, and the related documents entered into in connection therewith, which WEB Channel may now or at any time hereafter owe to Secured Party, whether such debt, liability, or obligation now exists or is hereafter created or incurred and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, independent, joint, several, or joint and several.

“Security Interest” has the meaning given in Section 3.

“Collateral” means all assets and property of any kind and nature whatsoever now owned or hereafter acquired by WEB Channel, whether tangible or intangible, including without limitation all of WEB Channel’s right, title, and interest in and to the property and assets listed on Schedule A hereto, including all proceeds thereof and all increases, substitutions, replacements, additions, and accretions thereof.

3.              Security Interest .  To secure payment of the Obligations, WEB Channel hereby irrevocably pledges and assigns to, and grants Secured Party a first priority security interest (the “Security Interest” ), with power of sale to the extent permitted by law, in the Collateral.

4.              Representations and Warranties .  WEB Channel represents and warrants as follows:

(a)             Authority .  WEB Channel has authority to enter into this Agreement and any person signing it on WEB Channel’s behalf has been duly authorized to take such action.

(b)             Financing Statements .  Except for the financing statements in favor of Secured Party at the time of granting the security interest described herein, no financing statement covering the Collateral or any portion thereof will be on file in any public office and WEB Channel agrees not to execute or authorize the filing of any such additional financing statement in favor of any person, entity or governmental agency (whether federal, state or local) other than Secured Party as long as any portion of the Obligations evidenced by the Note remain unpaid.

(c)              Legal Name .  WEB Channel’s exact legal name is as set forth in the first paragraph of this Security Agreement.  WEB Channel shall not change its legal name or its form of organization without thirty (30) days’ prior written notice to Secured Party.

5.               Covenants and Agreements . WEB Channel covenants and agrees as follows:

(a)             Restrictions Future Agreements .  WEB Channel agrees that until the Obligations shall have been satisfied in full, WEB Channel shall not, without Secured Party’s prior written consent, assign, transfer, encumber or otherwise dispose of the Collateral, or any interest therein, or enter into any agreement (for example, a license agreement) which is inconsistent with WEB Channel’s obligations under this Agreement, and WEB Channel further agrees that it will not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would affect the validity or enforcement of the rights transferred to Secured Party under this Agreement.

(b)              Defense .   WEB Channel shall at its own expense and using commercially reasonable efforts, protect and defend the Collateral against all claims or demands.

(c)              Maintenance .    WEB Channel shall at all times and at its own expense maintain and keep, or cause to be maintained and kept, the Collateral in good repair, working order, and condition; pay and discharge when due all taxes, license fees, levies and other charges upon it; and not permit it to be used in violation of any applicable law, regulation or policy of insurance.

(d)              Secured Party’s Right to Take Action .   If WEB Channel fails to perform or observe any of its covenants or agreements set forth in this Section 5, or if WEB Channel notifies Secured Party that it intends to abandon any part of the Collateral, Secured Party may (but need not) perform or observe such covenant or agreement or take steps to prevent such intended abandonment on behalf and in the name, place and stead of WEB Channel (or, at Secured Party’s option, in Secured Party’s own name) and may (but need not) take any and all other actions which Secured Party may reasonably deem necessary to cure or correct such failure or prevent such intended abandonment.

(e)             Costs and Expenses .  Except to the extent that the effect of such payment would be to render any loan or forbearance of money usurious or otherwise illegal under any applicable law, WEB Channel shall pay Secured Party on demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Secured Party in connection with or as a result of Secured Party’s taking action under subsection 5(d) above or exercising its rights under Section 7 below, together with interest thereon from the date expended or incurred by Secured Party.

(f)              Power of Attorney .  To facilitate Secured Party’s taking action under subsection 5(d) above and exercising its rights under Section 7 below, WEB Channel hereby irrevocably appoints (which appointment is coupled with an interest) Secured Party, or its representatives or agents, as the attorney-in-fact of WEB Channel with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse, or file, in the name and on behalf of WEB Channel, any and all instruments, documents, applications, financing stat