Collateral Confirmation Agreement

COLLATERAL CONFIRMATION AGREEMENT

This Collateral Confirmation Agreement (the "Agreement") is made and entered into as of by and between Lender Name: with a principal place of business at Lender Address: , and Borrower Name: with a principal address at Borrower Address: .

RECITALS

WHEREAS, Lender and Borrower are parties to a Security Agreement (the "Security Agreement") dated which granted Lender a security interest in certain personal property as collateral to secure the payment and performance of obligations described therein; and

WHEREAS, the parties desire to confirm, clarify and describe the Collateral, the extent of Lender's security interest, and the parties' respective rights and obligations with respect thereto; and

WHEREAS, Lender and Borrower intend that this Agreement evidence and confirm the perfection, priority and continuing nature of the security interest in the Collateral and to set forth the remedies and procedures applicable upon an Event of Default.

NOW THEREFORE, in consideration of the mutual covenants 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. "Collateral" means all personal property and fixtures described in Schedule A attached hereto and all proceeds, accessions, substitutions and replacements thereof and rights relating thereto. The initial description of Collateral is set forth in Schedule A:

1.2. "Secured Obligations" means all liabilities, debts, obligations, covenants and duties of Borrower to Lender under the Security Agreement and any related loan documents, whether now existing or arising in the future, including principal, interest, fees, expenses and indemnities.

2. CONFIRMATION OF SECURITY INTEREST

2.1. Borrower acknowledges and confirms that Borrower has granted and does hereby grant to Lender a continuing security interest in the Collateral to secure the prompt payment and performance of the Secured Obligations. Borrower agrees that such security interest is valid, binding and enforceable against Borrower and third parties.

2.2. Borrower represents that, to Borrower's knowledge, the Collateral is free of any liens, claims, security interests or other encumbrances other than (i) the security interest in favor of Lender and (ii) those liens and encumbrances disclosed to Lender in writing as of the date hereof. If other liens exist, list and describe them:

3. PERFECTION; FILINGS

3.1. Borrower hereby authorizes Lender, at Borrower's cost, to file, record or re-file any financing statements, amendments or continuations necessary or desirable to perfect and maintain the perfection and priority of Lender's security interest in the Collateral. Whether a UCC-1 financing statement has been filed as of the date hereof: Yes No

3.2. Borrower shall, upon Lender's request, promptly execute and deliver such further documents and instruments and take such further actions as Lender reasonably deems necessary to perfect, preserve, protect or realize upon Lender's rights in the Collateral.

4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that as of the date hereof: (a) Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) Borrower has the power and authority to execute and deliver this Agreement and to grant the security interest described herein; (c) the execution, delivery and performance of this Agreement have been duly authorized; and (d) no consent, approval or other action of any person or governmental authority is required to make this Agreement effective, except as have been obtained and disclosed in writing to Lender.

5. COVENANTS

5.1. Borrower covenants that it will (a) keep the Collateral in good repair and condition (ordinary wear and tear excepted); (b) not sell, transfer, lease or otherwise dispose of the Collateral except in the ordinary course of business or with Lender's prior written consent; (c) maintain insurance on the Collateral with loss payable to Lender; and (d) notify Lender promptly of any material deterioration in the condition or value of the Collateral.

5.2. Borrower shall provide evidence of insurance and shall cause any proceeds of insurance with respect to the Collateral to be applied in accordance with the Security Agreement and this Agreement.

6. DEFAULT; REMEDIES

6.1. Upon the occurrence of an Event of Default (as defined in the Security Agreement), Lender shall have all rights and remedies provided under the Security Agreement, this Agreement, and applicable law, including without limitation the right to accelerate the Secured Obligations, take possession of the Collateral, sell or otherwise dispose of the Collateral and apply the proceeds to the Secured Obligations in accordance with applicable law.

6.2. Borrower acknowledges that Lender may exercise self-help remedies to the extent permitted by law and that Lender shall not be liable for loss of or damage to the Collateral resulting from the exercise of commercially reasonable remedies.

7. RELEASES; RETURN OF COLLATERAL

7.1. Upon the indefeasible payment in full and satisfaction of the Secured Obligations and any other amounts secured by the Security Agreement, Lender shall, at Borrower's expense, execute and deliver such termination statements or releases as are reasonably necessary to release Lender's security interest in the Collateral.

7.2. If Lender in good faith determines that certain Collateral should be released prior to complete satisfaction of the Secured Obligations, Lender may condition such release upon payment, replacement collateral or other commercially reasonable terms.

8. NOTICES

All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may specify by written notice in accordance with this Section).

9. GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

10. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Security Agreement and related loan documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto. If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by an instrument in writing signed by both parties. No failure or delay by Lender in exercising any right shall operate as a waiver thereof unless evidenced by a written waiver signed by Lender. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. MISCELLANEOUS

12.1. Interpretation. Headings are for convenience only and shall not affect interpretation. The words "including" and "include" shall be deemed to be followed by the words "without limitation" unless the context requires otherwise.

12.2. Further Assurances. Each party shall execute and deliver such further documents and do such further acts as may be necessary or desirable to give effect to the provisions of this Agreement.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms and signs it voluntarily and with full knowledge of its significance. Each of the individuals signing below represents and warrants that they have authority to bind the party on whose behalf they sign.

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