Business Security Agreement

BUSINESS SECURITY AGREEMENT

This Business Security Agreement (the Agreement) is entered into on by and between:

Secured Party:

Debtor:

WHEREAS

WHEREAS, Debtor is indebted to Secured Party, now or hereafter, in respect of certain obligations including, but not limited to, loans, advances, fees, and other monetary obligations described in this Agreement (collectively, the Obligations); and

WHEREAS, to secure payment and performance of the Obligations, Debtor is willing to grant, and Secured Party is willing to accept, a security interest in certain business assets of Debtor upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Agreement to create a continuing security interest under applicable commercial law and to authorize Secured Party to take actions to perfect and enforce its security interest.

GRANT OF SECURITY INTEREST

Debtor hereby grants to Secured Party a continuing security interest in, and lien on, all of Debtor’s right, title and interest in, to and under the Collateral (as defined below) to secure the prompt payment and performance of all Obligations now existing or hereafter arising. The security interest applies to the Collateral and proceeds thereof.

COLLATERAL

The Collateral includes, without limitation, all tangible and intangible assets of Debtor described above and all proceeds, products, accounts, inventory, equipment, contract rights, instruments, chattel paper, deposit accounts, general intangibles, and other personal property acquired or arising after the date of this Agreement.

SCOPE OF WORK

The Secured Party’s services shall include securing the security interest, filing financing statements, monitoring perfection status, and taking commercially reasonable actions to protect and enforce the security interest as provided in this Agreement. Such services do not constitute management or control of Debtor’s business unless otherwise agreed in writing.

PAYMENT TERMS

All amounts payable under this Agreement are secured Obligations. Secured Party may apply collected sums to the Obligations in accordance with the allocation rules in applicable commercial law.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

This Agreement continues until all Obligations are indefeasibly paid in full and Secured Party releases its security interest or until terminated by mutual written agreement. Either party may terminate upon written notice as specified above, provided termination does not affect Secured Party’s rights with respect to Obligations incurred prior to termination.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Debtor represents and warrants that: (a) it has the requisite authority to enter into this Agreement and to grant the security interest; (b) it has good and marketable title to the Collateral free of any lien or security interest other than those disclosed in writing to Secured Party; and (c) the execution, delivery and performance of this Agreement will not violate any law, contractual obligation, or court order.

Debtor covenants to keep the Collateral in good condition, to maintain insurance as reasonably required by Secured Party, to pay taxes and charges applicable to the Collateral, and to notify Secured Party promptly of any material adverse change in its business or affairs affecting the Collateral or Debtor’s ability to perform.

DEFAULT AND REMEDIES

An Event of Default occurs upon Debtor’s failure to pay any Obligation when due, insolvency, bankruptcy, material breach of this Agreement, or any other event specified in a written notice from Secured Party. Upon default, Secured Party may, to the maximum extent permitted by law, declare all Obligations immediately due and payable and exercise all rights and remedies under this Agreement and applicable law, including taking possession of, collecting, and selling the Collateral without further notice to Debtor.

PERFECTION; FILINGS

Debtor authorizes Secured Party to file financing statements and other instruments necessary to perfect and protect the security interest created by this Agreement. Debtor will execute further documents reasonably requested by Secured Party to effect perfection and priority of the security interest. Debtor shall reimburse Secured Party for reasonable filing fees and costs incurred in connection with perfection, enforcement, or preservation of rights under this Agreement.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information learned in connection with this Agreement. Confidential information shall not include information that is publicly available or independently developed. Notwithstanding the foregoing, Secured Party may disclose information to its counsel, accountants, prospective purchasers of the Collateral, and as required by law.

NOTICES

Notices shall be in writing and delivered personally, by certified mail (return receipt requested), nationally recognized overnight courier, or by other means agreed in writing. Notice is effective upon delivery or refusal of delivery.

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules and financing statements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may be amended only by a written instrument executed by both parties.

MISCELLANEOUS

If any provision of this Agreement is invalid or unenforceable, that provision shall be construed so as to be enforceable to the maximum extent permitted and the remainder of this Agreement shall remain in full force and effect. No waiver of any breach shall constitute a waiver of any other breach.

Expenses of enforcement, including reasonable attorneys’ fees and costs, shall be borne by Debtor to the extent permitted by law and incurred by Secured Party in enforcing rights under this Agreement.

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