Business Secured Document

BUSINESS SECURED DOCUMENT

Secured Party Name:    Grantor Name:    Effective Date:

RECITALS

WHEREAS, Secured Party is providing financing, credit accommodation, or other valuable consideration to Grantor, and Secured Party requires as a condition precedent to advancing such consideration that Grantor grant and assign a security interest in certain assets described herein to secure payment and performance of Grantor's Obligations; and

WHEREAS, Grantor is willing to grant a security interest in and to the Collateral (as defined below) to secure all Obligations (as defined below) to Secured Party, on the terms and subject to the conditions set forth in this Business Secured Document; and

WHEREAS, the parties desire to set forth the rights and remedies of the Secured Party and the obligations of the Grantor with respect to the Collateral, and the parties intend that this writing constitute the security agreement governing the security interest granted hereunder.

DEFINITIONS

For purposes of this Agreement: "Obligations" means all present and future debts, liabilities and obligations of Grantor to Secured Party whether direct or indirect, absolute or contingent, including amounts advanced, interest, fees, costs and expenses; "Collateral" means the property and interests described in Section "Collateral Description" below.

SCOPE OF WORK

COLLATERAL DESCRIPTION AND SECURITY INTEREST

Grantor hereby grants to Secured Party a continuing security interest in, lien on, and right of set-off against all of Grantor's right, title and interest in and to the following described Collateral to secure the prompt payment and performance of the Obligations:

The security interest granted under this Agreement secures payment and performance of all Obligations and includes proceeds and products of the Collateral. Grantor authorizes Secured Party to file financing statements, continuation statements and all other documents necessary to perfect and maintain the security interest under applicable law and to take such further action as Secured Party deems appropriate to protect and realize upon the Collateral.

PAYMENT TERMS

All payments are payable in lawful money and are applied against any fees, costs, interest and then principal in such order as Secured Party determines. In the event of default, all unpaid Obligations may, at Secured Party's option, become immediately due and payable, and Grantor shall be liable for all reasonable expenses of collection and enforcement, including attorneys' fees.

TERM AND TERMINATION

Term Start Date:    Term End Date:

This Agreement shall continue in effect for the Term set forth above and shall thereafter continue until all Obligations are satisfied and all secured obligations are released as provided herein. Either party may terminate this Agreement prior to the Term End Date by giving the other party written notice in accordance with the Notices provision and satisfying all outstanding Obligations or by mutual written agreement.

CONFIDENTIALITY

Each party shall hold in strict confidence and shall not disclose to any third party any non-public business, financial or technical information of the other party disclosed in connection with this Agreement ("Confidential Information"), except to the extent necessary to enforce rights under this Agreement, to comply with legal process, or as otherwise permitted in writing. Confidentiality obligations shall survive termination of this Agreement for a period of .

EVENTS OF DEFAULT; REMEDIES

An Event of Default occurs if: (a) Grantor fails to make any payment when due under this Agreement; (b) Grantor breaches any representation, warranty or covenant; (c) Grantor becomes insolvent, makes an assignment for the benefit of creditors, or a receiver or trustee is appointed for Grantor; or (d) any material adverse change in Grantor's business or financial condition occurs. Upon an Event of Default, Secured Party may declare all Obligations immediately due, exercise all rights and remedies available at law or equity and take possession of, collect and dispose of the Collateral in a commercially reasonable manner.

PERFECTION; FURTHER ASSURANCES

Grantor agrees to execute and deliver such financing statements, continuation statements, assignments and other documents and to take any actions reasonably requested by Secured Party to perfect and maintain the security interest granted hereunder and to enable Secured Party to exercise its rights and remedies with respect to the Collateral free from interference. Grantor authorizes Secured Party to file such financing statements naming Grantor as debtor and Secured Party as secured party without Grantor's signature where permissible.

REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that: (a) it has full power and authority to grant the security interest set forth herein; (b) the Collateral is and will be free and clear of all liens and encumbrances other than Permitted Liens; (c) no consent or authorization of any third party is required to grant the security interest or to perform hereunder; and (d) the execution, delivery and performance of this Agreement do not violate any law or contractual obligation binding on Grantor.

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, addressed to the party at its address set forth above or at such other address as either party designates by notice to the other.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any schedules and financing statements executed in connection herewith, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by Secured Party in exercising any right shall operate as a waiver of that right. Grantor shall pay all reasonable costs and expenses (including attorneys' fees) incurred by Secured Party in enforcing this Agreement following any Event of Default.

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