Security Agreement

Security Agreement made the .

between , of , hereinafter called Debtor, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein Secured Party.

1. Security Interest

Debtor, for valuable consideration, grants to Secured Party a security interest in the following described equipment together with all additions, replacements, accessions, and substitutions (the Collateral):

 Make or trade name:

 Type of body:

 Year and model:

 Unit or serial number:

 Motor number or cabinet number:

 New or used:

This security interest is being granted to secure payment of the Promissory Note (the Note) of even date with this Agreement and any and all other liabilities of Debtor to Secured Party under this Agreement, all of which are in this Agreement referred to as Obligation.

2. Obligations

In addition to the Note, Debtor shall also pay all costs of collection, including reasonable attorney's fees, whether or not any suit is brought to enforce collection.

3. Debtor’s Rights in Collateral

Debtor warrants that he is the sole owner of Collateral and that there are no liens or encumbrances of any kind on Collateral or on any part of Collateral. Debtor further warrants that he has good right to grant a security interest in Collateral pursuant to Article 9 Uniform Commercial Code of the State of . Debtor warrants that Collateral will be used primarily for commercial and business purposes and not for personal or household use.

4. Location of Collateral

A. Collateral shall be kept at , and Debtor shall promptly notify Secured Party of any change in the location of Collateral. Debtor shall not remove Collateral from without Secured Party's written consent.

B. Collateral shall not be attached to or made a part of any real estate.

5. Protection of Collateral

Debtor shall:

1. Maintain Collateral in good repair;

2. Be responsible to Secured Party for any loss or damage to Collateral;

3. Keep Collateral free of all taxes, liens and other charges, and

4. Shall not illegally use or secrete Collateral.

6. Insurance

Debtor shall maintain the usual insurance coverage on Collateral, in a form satisfactory to and issued by an insurance carrier approved by Secured Party. Such policies shall insure both Debtor and Secured Party, as their interests may appear, against fire, theft and total or partial destruction of the Collateral. The loss shall be payable under each policy to Secured Party or assigns, per the amount of Obligation, and the balance under each policy to be payable to Debtor. Debtor requests all insurance carriers involved to pay all insurance claims, including premium refunds, directly to Secured Party, and Debtor appoints Secured Party attorney in fact to collect the same on Debtor's behalf. Debtor shall pay promptly all premiums on such policies. In the event of Debtor's failure to procure such insurance or to pay the premiums for the insurance, Secured Party may procure and pay for such insurance, and all sums advanced for such purpose shall be added to Obligation and secured by this Agreement.

7. Default

Any of the following shall constitute a default under this Agreement:

A. Debtor's failure to promptly make any installment payment under the Obligation.

B. Debtor's failure to promptly perform any of the provisions contained in this Agreement.

C. The making or levying of any attachment or execution on Collateral.

D. The filing of a petition in bankruptcy or insolvency, or for the appointment of a receiver in liquidation or a trustee, by or against Debtor or for any of Debtor's property.

E. Debtor's making any assignment for the benefit of creditors.

F. The filing of a petition or other proceeding by or against Debtor for reorganization, compromise, adjustment or other relief under the laws of the United States or of any state, relating to the relief of Debtors.

G. Secured Party's deeming itself insecure for any reason.

8. Remedies

A. In the event of any default by Debtor, Secured Party may take any legal action available to collect all sums owing under this Agreement, to enforce its right to possession of Collateral, and to enforce any and all other rights or remedies available to it under Article 9 of the Uniform Commercial Code of the State of , or otherwise. No such action shall operate as a waiver of any other right or remedy of Secured Party under the terms of this Agreement, or by statute, or otherwise. All rights and remedies of Secured Party are cumulative and not alternative, and no waiver of any default shall operate as a waiver of any other default.

B. On any default under this Agreement, all remaining installments may be declared by Secured Party immediately due and payable. In the event of nonpayment, Debtor shall, on demand, deliver Collateral to Secured Party. Secured Party may without notice or demand and without legal process enter the premises of Debtor and take possession of Collateral on such premises or wherever found. Secured Party may require Debtor to assemble Collateral and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties.

C. Secured Party, on obtaining possession of Collateral on default, may sell Collateral or any part of the same at public or private sale either with or without having Collateral at the place of sale. If lawful, Secured Party may be a purchaser at such sale. The net proceeds of such sale, after deducting all expenses of Secured Party in taking, storing, repairing and selling Collateral, including reasonable attorney's fees, shall be credited against Obligation in accordance with the terms of this Agreement. Any surplus shall be paid to Debtor, or the person legally entitled to the surplus. In the event of a deficiency, Debtor shall pay such deficiency to Secured Party.

9. Care of Collateral

Debtor will keep the Collateral free from adverse lien, security interest or encumbrance and in good order and repair and will not waste or destroy the Collateral or any part of it. Debtor will not use the Collateral in violation of statute or ordinance. Secured Party may examine and inspect the Collateral at any time.

10. Taxes

Debtor will pay promptly when due all taxes and assessments upon the Collateral or for its use or operation or upon this Agreement or upon any note or notes evidencing the Obligation.

11. Secured Party’s Payment’s and Expenses

At its option, Secured Party may discharge taxes, liens, or security interests or other encumbrances at any time levied or placed on the Collateral, may pay for insurance on the Collateral and may pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse Secured Party on demand for payment made or expense incurred by Secured Party pursuant to the foregoing authorization.

12. Attorney’s Fees

Expenses of retaking, holding, preparing for sale, selling, or the like shall include Secured Party's reasonable attorney's fees and legal expenses.

13. No Waiver

No waiver by Secured Party of any default operates as a waiver of any other default or of the same default on a future occasion.

14. Binding Effect

All rights of Secured Party inure to the benefit of its successors and assigns. All Obligations of Debtor bind his/her heirs, personal representatives, executors, administrators, or his/her successors, or assigns. If there is more than one Debtor their Obligations are joint and several.

WITNESS our signatures as of the day and date first above stated.