Jewelry Security Agreement

JEWELRY SECURITY AGREEMENT

This Jewelry Security Agreement (the Agreement) is made as of by and between Lender: , with principal address at , and Borrower: , with principal address at .

RECITALS

WHEREAS, Borrower is indebted to Lender in the principal amount of $ (the Obligations) evidenced by a certain instrument and/or agreement described as: ;

WHEREAS, Borrower is the lawful owner of certain jewelry and related property and desires to grant to Lender a security interest in such property to secure payment and performance of the Obligations; and

WHEREAS, Lender is willing to accept a security interest in the described jewelry on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the parties agree as follows:

1. GRANT OF SECURITY INTEREST

1.1 Grant. Borrower hereby grants to Lender a continuing first priority security interest in and lien on all Borrower's right, title and interest in the tangible and intangible property described as the Collateral in Section 2 below, together with all accessions, proceeds, insurance proceeds and substitutions thereof, to secure payment and performance of the Obligations.

2. COLLATERAL; SCHEDULE A

2.1 Collateral Defined. The Collateral consists of all jewelry, gems, watches, settings, appraisals, certificates of authenticity and related property now owned or hereafter acquired by Borrower and described in Schedule A (the Collateral). Schedule A attached hereto contains individual descriptions, appraised values, serial numbers and any identifying marks for each item.

3. OBLIGATIONS SECURED

3.1 Obligations. This Agreement secures the prompt payment and performance of all obligations of Borrower to Lender arising under or in connection with the Obligations, including principal, interest, fees, costs of collection, attorneys' fees and any renewals, extensions or modifications (the Secured Obligations).

4. PERFECTION; FURTHER ASSURANCES

4.1 Filing and Perfection. Borrower authorizes Lender, at Lender's option and expense, to file financing statements, applications or other instruments and to take any further steps necessary to create, preserve and perfect Lender's security interest in the Collateral in any jurisdiction. Borrower shall, at Lender's request, promptly execute and deliver such financing statements, assignments and other instruments as Lender may reasonably request.

5. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Lender that: (a) Borrower is the legal and beneficial owner of the Collateral free and clear of any security interest, lien, levy or encumbrance except those disclosed in writing to Lender; (b) the Collateral is not subject to any adverse claim; (c) all statements by Borrower to Lender regarding the Collateral and Borrower's financial condition are true and correct; and (d) Borrower has full power and authority to enter into this Agreement and grant the security interest herein.

6. COVENANTS

Borrower covenants and agrees that, until the Secured Obligations are paid in full: (a) Borrower will keep the Collateral in Borrower's possession or, if any item is delivered to a third party for repair or appraisal, Borrower will promptly notify Lender and remain responsible for securing the Collateral; (b) Borrower will not sell, transfer, encumber or allow any lien on the Collateral; (c) Borrower will maintain insurance on the Collateral against loss, theft and damage in amounts acceptable to Lender and will name Lender as loss payee or additional insured as requested.

7. DEFAULT; REMEDIES

7.1 Events of Default. The following shall constitute an Event of Default: (a) Borrower's failure to pay any amount when due; (b) any breach of a representation, warranty or covenant in this Agreement; (c) Borrower's insolvency, commencement of bankruptcy or receivership proceedings; or (d) any material statement of Borrower to Lender proves false when made.

7.2 Remedies. Upon the occurrence of an Event of Default, Lender may, to the extent permitted by applicable law, declare all Secured Obligations immediately due and payable and exercise any rights and remedies of a secured party under applicable law, including taking possession of the Collateral without judicial process where permitted, holding the Collateral as collateral security, or selling, leasing or otherwise disposing of the Collateral at public or private sale. Lender's exercise of remedies shall be commercially reasonable.

7.3 Application of Proceeds. Proceeds of any disposition of the Collateral shall be applied in the order required by applicable law, first to costs and expenses of retaking, holding, preparing for sale, selling and the like (including reasonable attorneys' fees), then to the Secured Obligations, and the remainder, if any, shall be paid to Borrower or as otherwise required by law. Borrower shall remain liable for any deficiency.

8. REPOSSESSION; SELF-HELP

Lender may take possession of the Collateral without demand or notice to Borrower if permitted by law. In exercising self-help remedies, Lender shall not breach the peace. Borrower grants Lender a right to enter any premises where the Collateral is located for the purpose of exercising remedies under this Agreement.

9. TAXES; EXPENSES; ATTORNEYS' FEES

Borrower shall pay all taxes, levies and assessments levied against the Collateral and shall reimburse Lender for all costs and expenses (including reasonable attorneys' fees) incurred by Lender in preserving, protecting or enforcing its rights in the Collateral or under this Agreement.

10. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and delivered personally, by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses set forth below or to such other address as either party may designate by written notice to the other.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of laws principles. Venue for any action arising out of or relating to this Agreement shall lie exclusively in a court of competent jurisdiction in that State.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by Lender in exercising any right shall operate as a waiver of such right.

13. MISCELLANEOUS

13.1 Assignment. Lender may assign or transfer all or any part of its rights under this Agreement. Borrower may not assign its rights or obligations without Lender's prior written consent.

13.2 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective and binding.

14. ACKNOWLEDGMENTS

Borrower acknowledges receipt of a copy of this Agreement and confirms that Borrower has had the opportunity to seek independent legal counsel prior to executing this Agreement. Borrower further acknowledges that the security interest created hereby may be filed and recorded by Lender and may be enforced in accordance with applicable law.

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