Legal Secured Document

LEGAL SECURED DOCUMENT

This Security Agreement (the Agreement) is made effective as of (Effective Date), by and between Secured Party: with principal place of business at , and Debtor: with principal place of business at .

Recitals

WHEREAS, Debtor is indebted to Secured Party and desires to secure the payment and performance of certain obligations described herein;

WHEREAS, Secured Party is willing to accept a security interest in the Collateral (as defined below) to secure the Obligations (as defined below); and

WHEREAS, the parties intend that this Agreement create a valid, enforceable and fully perfected security interest in the Collateral in accordance with applicable law.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Obligations" means all present and future loans, advances, liabilities, obligations, fees, costs and expenses (including reasonable attorneys' fees and enforcement costs) owing by Debtor to Secured Party arising under or in connection with the credit accommodations or other agreements between the parties, whether direct or indirect, absolute or contingent, due or to become due. Principal amount or other specific terms:

1.2 "Collateral" means all property of Debtor, whether now owned or hereafter acquired, and wherever located, including but not limited to: the items and categories described in Section 2 and in the Collateral Description Schedule attached hereto and incorporated herein by reference.

2. Grant of Security Interest

2.1 Grant. Debtor hereby grants to Secured Party a continuing security interest in, lien on, and right of set-off against all Collateral to secure the prompt payment and full performance of the Obligations.

2.2 Description of Collateral. The initial Collateral includes, without limitation, the following categories and any proceeds thereof:

Select Collateral Types: Inventory Equipment Accounts Receivable Chattel Paper General Intangibles

3. Obligations Secured; Payment and Performance

3.1 Security for Obligations. This Agreement secures the prompt payment and performance of the Obligations until all Obligations are indefeasibly paid and performed in full and Secured Party has terminated its security interest in the Collateral in accordance with applicable law.

3.2 Application of Payments. Secured Party may apply payments received from or on account of the Collateral to any Obligations in such order as Secured Party determines, unless otherwise agreed in writing.

4. Representations and Warranties

4.1 Authority and Ownership. Debtor represents and warrants that it is duly organized and validly existing, has full power and authority to execute and deliver this Agreement and to grant the security interest herein; that the execution, delivery and performance of this Agreement have been duly authorized; and that Debtor owns the Collateral free of any security interest, lien, claim or encumbrance except those disclosed to Secured Party in writing.

4.2 Accuracy of Information. All financial statements, schedules and other information furnished by Debtor to Secured Party are true, correct and complete in all material respects as of the date furnished.

5. Covenants

5.1 Preservation of Collateral. Debtor will keep the Collateral in good condition, will not sell, lease, transfer or otherwise dispose of the Collateral except in the ordinary course of business, and will promptly notify Secured Party of any material adverse change in the Collateral or its business.

5.2 Further Assurances. At Secured Party's request and expense, Debtor will promptly execute financing statements, continuation statements, amendments and other documents and take such further actions as may be necessary or desirable to create, perfect, preserve or enforce the security interest granted in this Agreement.

6. Events of Default

6.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default: (a) Debtor fails to pay any monetary Obligation when due; (b) Debtor breaches any representation, warranty or covenant under this Agreement and such breach continues unremedied for ten (10) days after notice; (c) Debtor becomes insolvent or the subject of bankruptcy or other insolvency proceedings; (d) a material adverse change in Debtor's financial condition occurs.

7. Remedies

7.1 Rights and Remedies. Upon Event of Default, Secured Party may declare all Obligations immediately due and payable and exercise all rights and remedies of a secured party under applicable law, including taking possession of the Collateral, disposing of the Collateral, applying proceeds to the Obligations, and exercising self-help remedies to the full extent permitted by law.

7.2 Waiver of Redemption. To the fullest extent permitted by law, Debtor waives any right of redemption or of reinstatement after default and consents to collection and disposition of Collateral in a commercially reasonable manner.

8. Perfection and Priority

8.1 Filing and Perfection. Debtor authorizes Secured Party to file one or more financing statements and other notices or documents required to perfect and protect Secured Party's security interest in the Collateral. Debtor agrees to cooperate fully and to execute all documents reasonably requested by Secured Party to achieve perfection and priority.

8.2 Priority. Debtor shall not grant, or permit to exist, any security interest, lien or encumbrance on the Collateral that is prior to or pari passu with Secured Party's security interest, unless Secured Party consents in writing.

9. Notices

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

10. Governing Law; Miscellaneous

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

10.2 Entire Agreement. This Agreement, together with any schedules and financing statements executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

10.3 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Secured Party in exercising any right shall operate as a waiver of such right.

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

10.5 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. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

11. Additional Provisions

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