Legal Security Agreement

LEGAL SECURITY AGREEMENT

This Security Agreement is made and entered into as of (the "Effective Date"), by and between Secured Party Name: , whose address for notices is set forth below, and Debtor Name: . The Secured Party and Debtor are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Debtor is indebted to Secured Party pursuant to that certain obligation described as: in the principal amount of (the "Obligations"); and

WHEREAS, Debtor desires to grant and Secured Party desires to take a security interest in certain property of Debtor to secure the payment and performance of the Obligations.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Collateral" means all personal property and interests described in Section 2 below and in any schedule or addendum hereto and all proceeds, products and replacements thereof.

2. DESCRIPTION OF COLLATERAL

The Collateral includes but is not limited to inventory, accounts, equipment, instruments, general intangibles, chattel paper, payment intangibles, investment property, as applicable, together with proceeds and supporting obligations.

3. GRANT OF SECURITY INTEREST

Debtor hereby grants to Secured Party a continuing security interest in, lien on and pledge of all of Debtor's right, title and interest in, to and under the Collateral to secure the full and prompt payment and performance when due of the Obligations, whether now existing or hereafter arising, and all renewals, extensions and modifications thereof.

4. OBLIGATIONS SECURED

The security interest granted by this Agreement secures (a) payment and performance of all obligations evidenced by or arising under the obligation described above, including principal, interest, fees, costs of collection and enforcement, and expenses of Secured Party, and (b) any other indebtedness or obligation of Debtor to Secured Party arising now or in the future that is designated by Secured Party as being secured by this Agreement.

5. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party that: (a) Debtor is the lawful owner of the Collateral and has the right to grant the security interest hereunder; (b) the Collateral is free and clear of any lien, security interest, encumbrance or claim other than the security interest created by this Agreement; (c) this Agreement constitutes a legal, valid and binding obligation of Debtor enforceable against Debtor in accordance with its terms; and (d) no authorization, approval or consent of any governmental authority or other third party is required for Debtor to grant the security interest herein except as disclosed in writing to Secured Party.

6. COVENANTS

Debtor covenants that, until the Obligations are paid in full, Debtor will: (a) keep the Collateral in good condition and repair; (b) promptly notify Secured Party of any material adverse change in Debtor's financial condition or of any claim or levy affecting the Collateral; (c) not grant any lien on the Collateral adverse to Secured Party; and (d) execute and deliver such further instruments and documents and take such further actions as Secured Party may reasonably request to protect, preserve, perfect or enforce Secured Party's rights in the Collateral.

7. PERFECTION; FURTHER ASSURANCES

Debtor authorizes Secured Party to file one or more financing statements or other notices and to take such actions as Secured Party deems necessary to perfect or continue the perfection of the security interest in the Collateral. Debtor will promptly execute any such financing statements and deliver any documents reasonably requested by Secured Party to effect perfection.

Authorization to file financing statement: Secured Party authorized to file financing statement(s)

8. DEFAULT; REMEDIES

The occurrence of any of the following shall constitute an Event of Default: (a) Debtor's failure to pay any amount when due; (b) Debtor's breach of any representation, warranty or covenant contained in this Agreement; (c) the commencement of any insolvency, reorganization, or bankruptcy proceeding by or against Debtor; or (d) any material impairment of Secured Party's rights in the Collateral.

Upon Event of Default, Secured Party may, to the extent permitted by applicable law, exercise any or all remedies available under this Agreement or applicable law, including without limitation: declare the Obligations immediately due and payable, take possession of and dispose of the Collateral, require Debtor to assemble and make the Collateral available to Secured Party, and apply proceeds to the Obligations in such order as Secured Party elects. Secured Party shall have all rights of a secured party under applicable uniform commercial code provisions.

9. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or three (3) business days after being deposited in the U.S. mail, postage prepaid, addressed to the Party at the address set forth below (or at such other address as such Party may designate in writing).

10. 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. Each Party consents to the exclusive jurisdiction of the state and federal courts located in that State for resolution of any dispute arising out of this Agreement.

11. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY; WAIVER

This Agreement, together with any documents executed in connection herewith, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may not be amended except by a written instrument executed by both Parties. No failure or delay by Secured Party in exercising any right or remedy shall operate as a waiver thereof. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed shall be an original and all of which together shall constitute one and the same instrument. Signatures exchanged by facsimile or electronic image shall be binding.

13. MISCELLANEOUS

Any amounts collected by Secured Party in respect of the Obligations shall be applied first to costs and expenses of collection and enforcement, next to accrued interest, and thereafter to principal, in such order as Secured Party elects. Debtor shall remain liable for any deficiency following disposition of the Collateral.

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