Lien Document

LIEN DOCUMENT

This Lien Document (this "Agreement") is made as of by and between Debtor Name: with Mailing Address: and Secured Party Name: with Mailing Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Debtor is or will be indebted to Secured Party in the principal amount of , together with interest, fees and expenses (the "Obligation");

WHEREAS, Debtor owns or has rights in certain property and contractual rights more fully described below and desires to grant to Secured Party a security interest and lien in such property to secure the Obligation;

WHEREAS, Secured Party is willing to accept a security interest in the Collateral on the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LIEN

Debtor hereby grants to Secured Party a continuing security interest and lien in, to and on all of Debtor's right, title and interest in and to the following property, whether now existing or hereafter acquired, and all accessions, replacements and proceeds thereof (collectively, the "Collateral"):

The Collateral includes, without limitation, the following categories as applicable: inventory, equipment, accounts receivable, instruments, general intangibles, fixtures and proceeds thereof. Specific serial numbers, account designations, location of fixtures or other identifying information (if any) are set forth here:

2. OBLIGATIONS SECURED

This Agreement secures the prompt payment and full performance of the Obligation and all renewals, extensions, modifications and replacements thereof and all expenses and liabilities incurred by Secured Party in enforcing its rights hereunder.

3. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party that: (a) Debtor has full power and authority to grant the lien and security interest set forth in this Agreement; (b) except for the security interest granted herein, the Collateral is free and clear of all other liens, claims and encumbrances except as disclosed in writing to Secured Party and described here: ; and (c) no authorization, approval or consent of any third party or governmental authority is required for Debtor to execute, deliver and perform this Agreement except as disclosed to Secured Party in writing.

4. PERFECTION; FILING; ADDITIONAL ACTIONS

Secured Party may, at its option and without notice to Debtor, file such financing statements, fixture filings, continuation statements and other documents and take such actions as Secured Party deems necessary or desirable to protect, preserve and perfect its security interest under applicable law. Debtor authorizes Secured Party to file all documents necessary to perfect, preserve or enforce the lien granted herein, and Debtor agrees to execute, deliver and record or file any further instruments and to take any further action reasonably requested by Secured Party to perfect, preserve or enforce its security interest.

Debtor shall provide Secured Party with its legal name and all trade names and shall promptly notify Secured Party in writing of any change in Debtor's name, organizational structure or chief executive office. Debtor shall reimburse Secured Party for all reasonable filing, recording and similar costs incurred in connection with perfection and enforcement.

5. COVENANTS

Debtor covenants that, so long as any Obligation remains unpaid or this Agreement remains in effect, Debtor will: (a) keep the Collateral in good repair and condition (ordinary wear and tear excepted); (b) not permit any other lien to attach to the Collateral; (c) maintain insurance on the Collateral against loss or damage in such amounts and with such insurers as Secured Party may reasonably require; and (d) provide Secured Party with evidence of insurance and other documents reasonably requested by Secured Party.

6. DEFAULT; REMEDIES

An Event of Default shall occur upon: (a) failure to pay any amount when due; (b) breach of any covenant, representation or warranty contained in this Agreement; (c) commencement of insolvency, bankruptcy or similar proceedings by or against Debtor; or (d) any material adverse change in Debtor's financial condition. Upon the occurrence of an Event of Default, Secured Party shall have all rights and remedies of a secured party under applicable law, including without limitation: acceleration of the Obligation, taking possession of the Collateral, disposing of the Collateral in a commercially reasonable manner, and applying proceeds to the Obligation.

Secured Party may, to the extent permitted by law, enter Debtor's premises or other locations where the Collateral is located and remove Collateral without liability for trespass. Debtor expressly authorizes Secured Party to exercise self-help remedies subject to applicable law.

7. APPLICATION OF PROCEEDS

Proceeds of any disposition of Collateral shall be applied in the following order: (a) to costs and expenses of retaking, holding, preparing for sale and selling the Collateral (including reasonable attorneys' fees), (b) to payment of the Obligations, and (c) any surplus to Debtor. If proceeds are insufficient, Debtor remains liable for the deficiency.

8. PRIORITY; SUBORDINATION

The security interest and lien created by this Agreement shall be a first priority lien upon perfection, except to the extent of prior perfected liens disclosed in writing to Secured Party. Debtor shall not grant any other security interest in the Collateral subordinate to Secured Party without Secured Party's prior written consent.

9. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a Party designates by notice to the other Party in accordance with this Section.

10. FEES AND EXPENSES

Debtor shall pay on demand all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Secured Party in connection with the preparation, filing, perfection, enforcement or protection of the security interest granted by this Agreement, whether or not litigation is commenced.

11. GOVERNING LAW

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

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements. 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 valid unless in writing and signed by both Parties.

13. MISCELLANEOUS

Waiver by Secured Party of any breach hereunder shall not operate as a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Debtor acknowledges receipt of reasonably detailed descriptions of the Collateral and the terms of this Agreement.

ACKNOWLEDGMENT

Debtor authorizes Secured Party to file any financing statements, continuation statements and related documents required to perfect and preserve the security interest created by this Agreement and agrees that such filings may be made without further consent from Debtor.

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