Legal Liens Document

LEGAL LIENS DOCUMENT

This Security Agreement and Notice of Lien (the "Agreement") is made and entered into as of by and between Grantor: with principal address at , and Secured Party: with principal address at .

RECITALS

WHEREAS, Grantor is indebted to Secured Party in the principal amount of (the "Obligation"), evidenced by that certain obligation described as: ; and

WHEREAS, to secure prompt and complete payment and performance of the Obligation, Grantor desires to grant, and Secured Party desires to accept, a continuing security interest and lien in certain property of Grantor as set forth herein.

WHEREAS, the parties intend that this Agreement create a valid, perfected, and enforceable security interest in the Collateral described below to secure the Obligations.

NOW, THEREFORE

In consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

1. GRANT OF SECURITY INTEREST

1.1 Grant. Grantor hereby grants to Secured Party a continuing security interest in, lien on, and right of set-off against all of Grantor's right, title and interest in and to the following property, whether now owned or hereafter acquired, tangible or intangible (collectively, the "Collateral"):

1.2 Continuing Security. This security interest secures the prompt payment and performance by Grantor of the Obligation and any renewals, extensions, modifications and amendments thereto, and any and all other liabilities, obligations and indebtedness of Grantor to Secured Party, whether now existing or hereafter arising.

2. OBLIGATIONS SECURED

2.1 Obligations. The security interest granted herein secures payment in full of the Obligation described as:

2.2 Interest and Costs. Grantor shall be liable for all interest, collection costs, attorneys' fees and other expenses incurred by Secured Party in enforcing its rights under this Agreement to the fullest extent permitted by law.

3. PERFECTION; FILING

3.1 Perfection. To the extent required to perfect and protect the security interest created hereby, Grantor will execute and deliver to Secured Party such financing statements, amendments, assignments, and other instruments as Secured Party reasonably requests. Grantor authorizes Secured Party to file one or more financing statements or continuation statements without the signature of Grantor where permitted by applicable law.

Filing Jurisdiction:    Authorization to File: Grantor authorizes Secured Party to file financing statements or other notices as necessary.

4. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants to Secured Party that: (a) Grantor is the lawful owner of the Collateral free of any security interest, lien, claim or encumbrance except as disclosed in writing to Secured Party; (b) Grantor has full power and authority to grant the security interest created by this Agreement; and (c) this Agreement constitutes the valid and binding obligation of Grantor enforceable in accordance with its terms.

Grantor represents that there are no material adverse actions, liens or proceedings affecting the Collateral except:    No prior liens:

5. COVENANTS

5.1 Preservation of Collateral. Grantor shall (i) maintain and preserve the Collateral in good condition (ordinary wear and tear excepted), (ii) not sell, transfer, encumber or otherwise dispose of the Collateral except in the ordinary course of business and as permitted in writing by Secured Party, and (iii) take all commercially reasonable steps necessary to protect and preserve Secured Party's security interest.

5.2 Insurance. Grantor shall maintain adequate insurance covering the Collateral in such amounts and against such risks as are customary in Grantor's industry, naming Secured Party as loss payee or additional insured to the extent reasonably required by Secured Party.

6. DEFAULT; REMEDIES

6.1 Events of Default. An Event of Default shall occur upon the happening of any of the following: (a) Grantor's failure to pay any amount when due under the Obligation; (b) Grantor's breach of any representation, warranty or covenant in this Agreement; (c) Grantor's insolvency, bankruptcy or appointment of a receiver; or (d) a material adverse change in Grantor's financial condition.

6.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, Secured Party may, at its election and without further notice except as required by law, declare all Obligations immediately due and payable and exercise any and all rights and remedies available under applicable law or equity, including but not limited to: taking possession of the Collateral, selling, leasing or otherwise disposing of the Collateral in commercially reasonable manner, and applying the proceeds to outstanding Obligations.

7. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or at such other address as either party may designate by notice to the other).

8. AMENDMENT; WAIVER; COUNTERPARTS

8.1 Amendment. This Agreement may be amended only by a written instrument executed by both parties.

8.2 Waiver. No failure or delay by Secured Party in exercising any right or remedy will operate as a waiver thereof, and no single or partial exercise of any right will preclude any other or further exercise of such right.

8.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

11. SEVERABILITY

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

12. MISCELLANEOUS

12.1 Assignment. Secured Party may assign its rights under this Agreement without the consent of Grantor. Grantor may not assign its rights or obligations without the prior written consent of Secured Party.

12.2 Expenses. Grantor shall pay all reasonable costs and expenses, including attorneys' fees, incurred by Secured Party in enforcing this Agreement following an Event of Default.

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