Legal Collateral Charge Attachment

LEGAL COLLATERAL CHARGE ATTACHMENT

This Legal Collateral Charge Attachment (the "Attachment") is made on Effective Date: by and between Lender Name: , a organized under the laws of (hereinafter "Lender"), and Chargor Name: , a organized under the laws of (hereinafter "Chargor").

RECITALS

WHEREAS, Lender and Chargor are parties to a principal security agreement described as: Agreement Title: dated (the "Security Agreement"); and

WHEREAS, Chargor desires to grant and, as of the Effective Date, hereby grants to Lender a charge and security interest in certain assets of Chargor to secure the payment and performance of the Secured Obligations (as defined below); and

WHEREAS, the parties intend that this Attachment supplement and amend the Security Agreement and describe the Collateral to which a charge is to attach.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used but not defined in this Attachment shall have the meanings ascribed to them in the Security Agreement. In addition, for purposes of this Attachment:

"Collateral" means all property, assets and rights of Chargor described in Section 3 and any proceeds, products or replacements thereof.

2. GRANT OF CHARGE AND SECURITY INTEREST

2.1. Chargor hereby irrevocably grants to Lender a continuing charge and security interest in, and lien upon, the Collateral to secure the prompt payment and performance of all obligations and liabilities of Chargor to Lender, whether direct or indirect, absolute or contingent, now existing or hereafter arising (collectively, the "Secured Obligations").

2.2. The security interest created by this Attachment is granted to secure both principal and any interest, fees, costs of collection and enforcement, and all other amounts recoverable under the Security Agreement or under this Attachment.

3. DESCRIPTION OF COLLATERAL

Collateral includes, without limitation, any of the following categories evidenced by the descriptions above as applicable:

Inventory    Accounts Receivable    Equipment    Intellectual Property    Other (describe in Collateral General Description)

4. SECURED OBLIGATIONS

The Secured Obligations include, without limitation, all present and future monetary obligations of Chargor to Lender arising under the Security Agreement and any related instruments, whether for principal, interest, fees, attorneys' fees, costs of collection, indemnities or otherwise.

5. PERFECTION; REGISTRATION; PRIORITY

5.1. Chargor shall execute, deliver and file or cause to be filed all financing statements, continuation statements, and other documents and instruments and shall take such other actions as Lender reasonably requests to perfect, protect and maintain the security interest granted hereby and to give Lender the full benefit of this Attachment under applicable law.

5.2. The parties agree that Lender's rights under this Attachment shall have the priority described in the Security Agreement and as established by filings and possession. Chargor agrees not to grant any interest in the Collateral that is superior to the interests granted to Lender hereunder without Lender's prior written consent.

6. REPRESENTATIONS AND WARRANTIES

Chargor represents and warrants to Lender that: (a) Chargor is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Chargor has full power and authority to enter into, execute and deliver this Attachment and to grant the security interest described herein; (c) the Collateral is owned by Chargor free and clear of any other Lien except those which Lender has consented to in writing; and (d) the execution, delivery and performance of this Attachment do not violate any material agreement, law, judgment or decree applicable to Chargor.

7. COVENANTS

Chargor covenants that, until all Secured Obligations have been indefeasibly paid and performed: (a) Chargor shall maintain and preserve the Collateral; (b) Chargor shall promptly notify Lender of any material adverse change to the Collateral or Chargor's business that may impair the value or priority of the security interest; (c) Chargor shall not permit any levy, attachment or judgment lien to be imposed on the Collateral without notice to Lender and shall use commercially reasonable efforts to contest such actions to preserve Lender's priority.

8. REMEDIES UPON DEFAULT

Upon the occurrence of an Event of Default under the Security Agreement or this Attachment, Lender may exercise all rights and remedies available at law, in equity, or under the Security Agreement, including without limitation the right to take possession of, collect, sell, lease or otherwise dispose of the Collateral, to apply or credit proceeds to the Secured Obligations, and to pursue any deficiency or surplus against Chargor as provided by applicable law.

9. NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses above (or to such other address as a party may designate by notice to the other). Notice is effective upon receipt.

10. ASSIGNMENT; SUCCESSORS

Lender may assign or transfer its rights under this Attachment, in whole or in part, and upon such assignment the assignee shall have the rights of Lender hereunder. Chargor may not assign its rights or delegate its obligations without the prior written consent of Lender, which consent shall not be unreasonably withheld.

11. GOVERNING LAW

This Attachment shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Attachment, together with the Security Agreement and any documents executed in connection herewith, constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes any prior agreements or understandings, whether written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Attachment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Attachment shall be effective unless in writing and signed by the party against whom enforcement is sought. No delay or failure by Lender in exercising any right shall operate as a waiver of such right.

15. COUNTERPARTS

This Attachment 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 transmitted by facsimile or electronic image shall be effective for all purposes.

16. FURTHER ASSURANCES

Chargor shall, at its expense, execute and deliver such further instruments and take such further actions as may be reasonably necessary or desirable to effectuate the purposes and intent of this Attachment and to secure to Lender the benefits and priorities contemplated herein.

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