security agreement

THIS SECURITY AGREEMENT dated as of November    , 2006 (Security Agreement), is made by and among CRYSTAL INTERNATIONAL TRAVEL GROUP, INC., a Delaware corporation (Grantor), and                                , in favor, as collateral agent for the benefit of the Credit Parties (as defined below) (in such capacity, the Agent).

BACKGROUND

A.            Pursuant to that certain Secured Note and Warrant Purchase Agreement, dated as of November         , 2006 (as the same may from time to time be amended, modified, supplemented or restated, the Purchase Agreement), by and between Grantor and certain Purchasers identified on the Schedule of Purchasers thereto, as the same may be amended from time to time (the Purchasers),  the Purchasers have agreed to make certain advances of money and to extend certain financial accommodations to Grantor as evidenced by certain Secured Promissory Notes (each, a Note and, collectively, the Notes) variously dated, each made by Grantor and payable to a Purchaser (collectively, the Loans).

B.            The Purchasers are willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall have executed and delivered to the Agent this Agreement.

AGREEMENT

NOW, THEREFORE, in order to induce the Purchasers to make the Loans and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Grantor hereby represents, warrants, covenants and agrees as follows:

1.             DEFINED TERMS.  When used in this Security Agreement the following terms shall have the following meanings (such meanings being equally applicable to both the singular and plural forms of the terms defined):

Bankruptcy Code means Title XI of the United States Code.

Collateral shall have the meaning assigned to such term in Section 2 of this Security Agreement.

Contracts means all contracts (including any customer, vendor, supplier, service or maintenance contracts), leases, licenses, undertakings, purchase orders, permits, franchise agreements or other agreements (other than any right evidenced by Chattel Paper, Documents or Instruments), whether in written or electronic form, in or under which Grantor now holds or hereafter acquires any right, title or interest, including, without limitation, with respect to an Account, any agreement relating to the terms of payment or the terms of performance thereof.

1

Copyright License means any agreement, whether in written or electronic form, in which Grantor now holds or hereafter acquires any interest, granting any right in or to any Copyright or Copyright registration (whether Grantor is the licensee or the licensor thereunder) including, without limitation, licenses pursuant to which Grantor has obtained the exclusive right to use a copyright owned by a third party.

Copyrights means all of the following now owned or hereafter acquired or created (as a work for hire for the benefit of Grantor) by Grantor or in which Grantor now holds or hereafter acquires or receives any right or interest, in whole or in part: (a) all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof or any other country; (b) registrations, applications, recordings and proceedings in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (c) any continuations, renewals or extensions thereof; (d) any registrations to be issued in any pending applications, and shall include any right or interest in and to work protectable by any of the foregoing which are presently or in the future owned, created or authorized (as a work for hire for the benefit of Grantor) or acquired by Grantor, in whole or in part; (e) prior versions of works covered by copyright and all works based upon, derived from or incorporating such works; (f) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect to copyrights, including, without limitation, damages, claims and recoveries for past, present or future infringement; (g) rights to sue for past, present and future infringements of any copyright; and (h) any other rights corresponding to any of the foregoing rights throughout the world.

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