Collateral Assignment Agreement

COLLATERAL ASSIGNMENT AGREEMENT

This Collateral Assignment Agreement (the Agreement) is made on by and between , an entity organized as Corporation LLC Individual with principal address (Assignor), and , an entity organized as Corporation LLC Individual with principal address (Assignee).

RECITALS

WHEREAS, Assignor is the owner of certain rights, title and interests in and to the property, accounts and other assets described in Section 2 below (the Collateral); and

WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept, a security interest in the Collateral to secure the payment and performance of the Secured Obligations (as defined herein) under the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Assignment create a valid, enforceable and perfected security interest in the Collateral to the extent provided by applicable law.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Secured Obligations" means all present and future obligations, liabilities and indebtedness of Assignor to Assignee, whether direct or indirect, absolute or contingent, matured or unmatured, and including interest, fees, costs and expenses, arising under or in connection with the loan, advance or other financial accommodation evidenced by

1.2 "Collateral" means all property, accounts, instruments, general intangibles, payment intangibles, inventory, equipment and other assets described in Section 2 and any after-acquired property that becomes subject to this Agreement.

2. DESCRIPTION OF COLLATERAL

3. ASSIGNMENT AND GRANT OF SECURITY INTEREST

3.1 Assignor hereby irrevocably assigns, transfers and grants to Assignee a continuing security interest in and to the Collateral to secure the prompt payment and performance of the Secured Obligations. The security interest granted hereby includes all proceeds, accessions, substitutions and replacements of the Collateral.

3.2 Assignor agrees to take such further actions as Assignee may reasonably request to perfect, preserve and protect the security interest, including executing and delivering financing statements, certificates and other instruments.

4. REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that:

4.1 Assignor is the lawful owner of the Collateral, free and clear of any liens, claims or encumbrances except those disclosed in writing to Assignee in the attached schedule or in the field below.

4.2 No authorization, consent, notice or approval of any third party or governmental authority is required for Assignor to execute, deliver or perform this Agreement, except as set forth in writing and disclosed to Assignee.

5. COVENANTS

Assignor covenants that during the term of this Agreement Assignor will: (a) maintain the Collateral in good condition and repair, (b) not sell, encumber or otherwise dispose of the Collateral except with Assignee's prior written consent, and (c) promptly notify Assignee of any event that could materially impair Assignee's interest in the Collateral.

6. PERFECTION; FILING

Assignee may, at Assignee's option and expense, file one or more financing statements or other instruments to perfect or protect the security interest granted by this Agreement. Assignor authorizes Assignee to execute and file such financing statements naming Assignor as debtor and describing the Collateral without further signature by Assignor if permitted by law.

7. DEFAULT AND REMEDIES

7.1 Events of Default shall include the failure by Assignor to pay or perform any Secured Obligation when due, breach of any representation or covenant in this Agreement, insolvency, appointment of a receiver over Assignor's assets, or commencement of any bankruptcy or similar proceeding by or against Assignor.

7.2 Upon the occurrence of an Event of Default, Assignee shall have all rights and remedies of a secured party under applicable law, including but not limited to the right to take possession of the Collateral, sell, lease or otherwise dispose of the Collateral, and apply the proceeds to the Secured Obligations after deducting reasonable expenses.

8. FEES AND EXPENSES

Assignor agrees to pay all reasonable costs and expenses incurred by Assignee in enforcing this Agreement or in filing, perfecting or preserving the security interest, including reasonable attorneys' fees and expenses, whether or not suit is filed.

9. NOTICES

All notices, demands and communications under this Agreement shall be in writing and delivered personally, by overnight courier, or by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party designates by notice to the other:

10. AMENDMENT; WAIVER

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. The failure of either party to exercise any right shall not operate as a waiver of such right unless set forth in a writing signed by the waiving party.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

12. ENTIRE AGREEMENT

This Agreement, together with any schedules and financing statements referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected, and the parties shall negotiate in good faith a substitute provision that achieves the original intent of the parties to the greatest extent permitted by law.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be binding for all purposes.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Any reference to a statute shall include all regulations and rules promulgated thereunder.

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