Business Secured Form

BUSINESS SECURED FORM

THIS BUSINESS SECURED FORM (the Agreement) is made effective as of by and between:

Secured Party:

Debtor / Business:

WHEREAS

WHEREAS, Secured Party is willing to extend financial accommodation, credit, or services to Debtor and Debtor desires to grant a security interest to secure performance of obligations arising under this Agreement.

WHEREAS, Debtor is engaged in the business described as:

WHEREAS, the parties intend that this Agreement create a continuing security interest in the Collateral (as defined below) to secure all Secured Obligations (as defined below).

SCOPE OF WORK

SECURITY INTEREST; COLLATERAL

Grant: Debtor hereby grants to Secured Party a continuing security interest in and lien on all of Debtor's right, title and interest in the following described property (the Collateral), whether now owned or hereafter acquired, to secure all obligations, liabilities and indebtedness of Debtor to Secured Party (the Secured Obligations):

Collateral includes all proceeds, products, substitutions and accessions thereof and all accounts, inventory, equipment, instruments, general intangibles and financial assets as described above unless expressly excluded in writing.

Perfection: Debtor agrees to execute and deliver all financing statements, control agreements and other instruments reasonably requested by Secured Party to perfect and maintain the security interest in the Collateral and to cooperate in taking any action necessary to protect and maintain the priority of Secured Party's interest.

PAYMENT TERMS

All payments shall be applied first to costs and fees incurred by Secured Party in collection, then to interest and then to principal. Secured Party may, at its option, apply any proceeds of Collateral to outstanding Secured Obligations without demand or notice except as required by applicable law.

TERM AND TERMINATION

Termination shall not affect Secured Party's rights with respect to obligations incurred prior to termination. Secured Party's security interest shall survive termination to the extent necessary to secure all outstanding Secured Obligations until full and final satisfaction.

DEFAULT; REMEDIES

An Event of Default occurs if Debtor fails to timely pay any Secured Obligation, becomes insolvent, files for bankruptcy protection, makes an assignment for the benefit of creditors, or otherwise breaches any material representation, warranty or covenant under this Agreement.

Upon Event of Default, Secured Party may, to the fullest extent permitted by law, declare all Secured Obligations immediately due and payable, take possession of the Collateral, sell, lease or otherwise dispose of the Collateral and exercise all rights and remedies of a secured party under applicable law without notice or demand except as required by applicable law.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party Confidential Information received from the other party, except (i) to employees, agents or professional advisors on a need-to-know basis subject to confidentiality obligations, (ii) as required by law, or (iii) as necessary to enforce rights under this Agreement. "Confidential Information" includes financial statements, customer lists, business plans and other non-public information.

REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants that: (a) it has full power and authority to grant the security interest; (b) the Collateral is free and clear of other liens except as disclosed in writing; and (c) the execution and performance of this Agreement do not violate any law, agreement or order binding on Debtor.

NOTICES

Notices shall be in writing and effective upon receipt when delivered by hand, sent by overnight courier, or three (3) business days after deposit in the mail, postage prepaid, to the addresses provided above or such other address as a party designates by notice.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising hereunder shall be in the courts located in the county designated by Secured Party in the governing state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any schedules, security agreements, financing statements and other documents executed in connection herewith, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No amendment shall be effective unless in writing signed by both parties.

MISCELLANEOUS PROVISIONS

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Waiver of any breach shall not constitute waiver of any subsequent breach.

Assignment: Debtor may not assign its rights or delegate its duties under this Agreement without Secured Party's prior written consent. Secured Party may assign or transfer its rights to any successor or affiliate.

ACKNOWLEDGMENTS

Each party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to consult with counsel. Execution of this Agreement constitutes a binding obligation enforceable against the executing party.

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