SECURITY
      AGREEMENT

    


    SECURITY
      AGREEMENT,
      dated
      as of May 29, 2008 (this “Agreement”)
      made
      by
      Kentucky USA Energy, Inc.,
      a
      Delaware corporation (the “Company”),
      and
      the undersigned subsidiaries of the Company (each, a “Grantor”
and
      collectively and together with the Company, the “Grantors”),
      in
      favor of ________________________, a company organized under the laws of the
      Bahamas (the “Buyer”)
      for
      the “Buyers” (as defined below) party to the Securities Purchase Agreement,
      dated as of even date herewith (as amended, restated or otherwise modified
      from
      time to time, the “Securities
      Purchase Agreement”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the Company and each party listed as a “Buyer” on the Schedule of Note Buyers
      attached thereto (collectively, the “Buyers”)
      are
      parties to the Securities Purchase Agreement, pursuant to which the Company
      shall sell, and the Buyer shall purchase or have the right to purchase, the
      “Notes” (as defined therein); and

    


    WHEREAS,
      it is a condition precedent to the Buyer entering into the Securities Purchase
      Agreement that the Grantors shall have executed and delivered to the Buyer
      this
      Agreement providing for the grant to the Buyer of a security interest in all
      personal property of each Grantor to secure all of the Company’s obligations
      under the Securities Purchase Agreement, the Notes issued pursuant thereto
      and
      the “Transaction Documents” (as defined in the Securities Purchase Agreement)
      (the “Transaction
      Documents”)
      and
      the Guarantors’ obligations under the Subsidiary Guaranty;

    


    NOW,
      THEREFORE, in consideration of the premises and the agreements herein and in
      order to induce the Buyers to perform under the Securities Purchase Agreement,
      each Grantor agrees with the Buyer, as follows:

    


    SECTION
      1. DEFINITIONS.

    


    (a) Reference
      is hereby made to the Securities Purchase Agreement and the Notes for a
      statement of the terms thereof.  All terms used in this Agreement and the
      recitals hereto which are defined in the Securities Purchase Agreement, the
      Notes or in Articles 8 or 9 of the Uniform Commercial Code as in effect from
      time to time in the State of New York (the “Code”),
      and
      which are not otherwise defined herein shall have the same meanings herein
      as
      set forth therein;
      provided
      that
      terms used herein which are defined in the Code as in effect in the State of
      New
      York on the date hereof shall continue to have the same meaning notwithstanding
      any replacement or amendment of such statute except as the Buyer may otherwise
      determine.

     

    (b) The
      following terms shall have the respective meanings provided for in the Code:
       ”Accounts”, “Cash Proceeds”, “Chattel Paper”, “Commercial Tort Claim”,
“Commodity Account”, “Commodity Contracts”, “Deposit Account”, “Documents”,
“Equipment”, “Fixtures”, “General Intangibles”, “Goods”, “Instruments”,
“Inventory”, “Investment Property”, “Letter-of-Credit Rights”, “Noncash
      Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory Notes”, “Security”,
“Record”, “Security Account”, “Software”, and “Supporting
      Obligations”.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) As
      used
      in this Agreement, the following terms shall have the respective meanings
      indicated below, such meanings to be applicable equally to both the singular
      and
      plural forms of such terms:

    


    “Copyright
      Licenses”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      any
      Grantor as licensee or licensor and providing for the grant of any right to
      use
      or sell any works covered by any copyright (including, without limitation,
      all
      Copyright Licenses set forth in Schedule
      II
      hereto).

    


    “Copyrights”
means
      all domestic and foreign copyrights, whether registered or not, including,
      without limitation, all copyright rights throughout the universe (whether now
      or
      hereafter arising) in any and all media (whether now or hereafter developed),
      in
      and to all original works of authorship fixed in any tangible medium of
      expression, acquired or used by any Grantor (including, without limitation,
      all
      copyrights described in Schedule
      II
      hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Copyright Office or in any similar office or agency of the United States or
      any
      other country or any political subdivision thereof), and all reissues,
      divisions, continuations, continuations in part and extensions or renewals
      thereof.

    


    “Event
      of Default”
shall
      have the meaning set forth in the Notes.

    


    “Insolvency
      Proceeding”
means
      any proceeding commenced by or against any Person under any provision of the
      Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under
      any other bankruptcy or insolvency law, assignments for the benefit of
      creditors, formal or informal moratoria, compositions, or extensions generally
      with creditors, or proceedings seeking reorganization, arrangement, or other
      similar relief.

    


    “Intellectual
      Property”
means
      the Copyrights, Trademarks and Patents.

    


    “Licenses”
means
      the Copyright Licenses, the Trademark Licenses and the Patent
      Licenses.

    


    “Lien”
means
      any mortgage, deed of trust, pledge, lien (statutory or otherwise), security
      interest, charge or other encumbrance or security or preferential arrangement
      of
      any nature, including, without limitation, any conditional sale or title
      retention arrangement, any capitalized lease and any assignment, deposit
      arrangement or financing lease intended as, or having the effect of,
      security.

    


    “Patent
      Licenses”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      any
      Grantor as licensee or licensor and providing for the grant of any right
      to
      manufacture, use or sell any invention covered by any Patent (including, without
      limitation, all Patent Licenses set forth in Schedule
      II
      hereto).

    


    “Patents”
means
      all domestic and foreign letters patent, design patents, utility patents,
      industrial designs, inventions, trade secrets, ideas, concepts, methods,
      techniques, processes, proprietary information, technology, know-how, formulae,
      rights of publicity and other general intangibles of like nature, now existing
      or hereafter acquired (including, without limitation, all domestic and foreign
      letters patent, design patents, utility patents, industrial designs, inventions,
      trade secrets, ideas, concepts, methods, techniques, processes, proprietary
      information, technology, know-how and formulae described in Schedule
      II
      hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Patent and Trademark Office, or in any similar office or agency of the United
      States or any other country or any political subdivision thereof), and all
      reissues, divisions, continuations, continuations in part and extensions or
      renewals thereof.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    “Trademark
      Licenses”
means
      all licenses, contracts or other agreements, whether written or oral, naming
      any
      Grantor as licensor or licensee and providing for the grant of any right
      concerning any Trademark, together with any goodwill connected with and
      symbolized by any such trademark licenses, contracts or agreements and the
      right
      to prepare for sale or lease and sell or lease any and all Inventory now or
      hereafter owned by any Grantor and now or hereafter covered by such licenses
      (including, without limitation, all Trademark Licenses described in Schedule
      II
      hereto).

    


    “Trademarks”
means
      all domestic and foreign trademarks, service marks, collective marks,
      certification marks, trade names, business names, d/b/a’s, Internet domain
      names, trade styles, designs, logos and other source or business identifiers
      and
      all general intangibles of like nature, now or hereafter owned, adopted,
      acquired or used by any Grantor (including, without limitation, all domestic
      and
      foreign trademarks, service marks, collective marks, certification marks, trade
      names, business names, d/b/a’s, Internet domain names, trade styles, designs,
      logos and other source or business identifiers described in Schedule
      II
      hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Patent and Trademark Office or in any similar office or agency of the United
      States, any state thereof or any other country or any political subdivision
      thereof), and all reissues, extensions or renewals thereof, together with all
      goodwill of the business symbolized by such marks and all customer lists,
      formulae and other Records of any Grantor relating to the distribution of
      products and services in connection with which any of such marks are
      used.

    


    SECTION
      2. GRANT
      OF SECURITY INTEREST.
       As collateral security for all of the “Obligations” (as defined in
Section
      3
      hereof),
      each Grantor hereby pledges and assigns to the Buyer and grants to the Buyer
      a
      continuing security interest in, all personal property of each Grantor, wherever
      located and whether now or hereafter existing and acquired by each Grantor
      subsequent to the Closing Date, of every kind and description, tangible or
      intangible (collectively, the “Collateral”),
      including, without limitation, the following:

    


    (a) all
      Accounts;

    


    (b) all
      Chattel Paper (whether tangible or electronic);

    


    (c) the
      Commercial Tort Claims;


    
      
         

         

      

      
        3

        
          

        

      

      
         

      

    

    


    (d) all
      Deposit Accounts, all cash, and all other property from time to time deposited
      therein and the monies and property in the possession or under the control
      of
      the Buyer or any affiliate, representative, agent or correspondent of the
      Buyer;

    


    (e) all
      Documents;

    


    (f) all
      Equipment;

    


    (g) all
      Fixtures;

    


    (h) all
      General Intangibles (including, without limitation, all Payment
      Intangibles);

    


    (i) all
      Goods;

    


    (j) all
      Instruments (including, without limitation, Promissory Notes and each
      certificated Security);

    


    (k) all
      Inventory;

    


    (l) all
      Investment Property;

    


    (m) all
      Copyrights, Patents and Trademarks, and all Licenses;

    


    (n) all
      Letter-of-Credit Rights;

    


    (o) all
      Supporting Obligations;

    


    (p) all
      other
      tangible and intangible personal property of each Grantor (whether or not
      subject to the Code), including, without limitation, all bank and other accounts
      and all cash and all investments therein, all proceeds, products, offspring,
      accessions, rents, profits, income, benefits, substitutions and replacements
      of
      and to any of the property of any Grantor described in the preceding clauses
      of
      this Section
      2
      (including, without limitation, any proceeds of insurance thereon and all causes
      of action, claims and warranties now or hereafter held by each Grantor in
respect
      of any of the items listed above), and all books, correspondence, files and
      other Records, including, without limitation, all tapes, desks, cards, Software,
      data and computer programs in the possession or under the control of any Grantor
      or any other Person from time to time acting for any Grantor that at any time
      evidence or contain information relating to any of the property described in
      the
      preceding clauses of this Section
      2
      or are
      otherwise necessary or helpful in the collection or realization thereof;
      and

    


    (q) all
      Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of
      any
      and all of the foregoing Collateral;

     

    
      in
        each
        case howsoever any Grantor’s interest therein may arise or appear (whether by
        ownership, security interest, claim or otherwise). Notwithstanding the
        foregoing, such security interest shall be subordinate to any senior security
        interest in any of the assets of the Grantors granted by the Grantors in
        connection with any Permitted Indebtedness.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    SECTION
      3. SECURITY
      FOR OBLIGATIONS.
       The security interest created hereby in the Collateral constitutes
      continuing collateral security for all of the following obligations, whether
      now
      existing or hereafter incurred (collectively, the “Obligations”):

    


    (a) the
      payment by the Company, as and when due and payable (by scheduled maturity,
      required prepayment, acceleration, demand or otherwise), of all amounts from
      time to time owing by it in respect of the Securities Purchase Agreement, the
      Notes and the other Transaction Documents, including, without limitation, (A)
      all principal of and interest on the Notes (including, without limitation,
      all
      interest that accrues after the commencement of any Insolvency Proceeding of
      any
      Grantor, whether or not the payment of such interest is unenforceable or is
      not
      allowable due to the existence of such Insolvency Proceeding), and (B) all
      fees,
      commissions, expense reimbursements, indemnifications and all other amounts
      due
      or to become due under any of the Transaction Documents; and

    


    (b) the
      due
      performance and observance by each Grantor of all of its other obligations
      from
      time to time existing in respect of any of the Transaction Documents, including
      without limitation, with respect to any conversion or redemption rights of
      the
      Buyer under the Notes, for so long as the Notes are outstanding.

    


    SECTION
      4. REPRESENTATIONS
      AND WARRANTIES.
       Each Grantor represents and warrants as follows:

    


    (a) Schedule
      I
      hereto
      sets forth (i) the exact legal name of the Grantors, and (ii) the organizational
      identification number of each Grantor or states that no such organizational
      identification number exists.

    


    (b) There
      is
      no pending or written notice threatening any action, suit, proceeding or claim
      affecting any Grantor before any governmental authority or any arbitrator,
      or
      any order, judgment or award by any governmental authority or arbitrator, that
      may adversely affect the grant by any Grantor, or the perfection, of the
      security interest purported to be created hereby in the Collateral, or the
      exercise by the Buyer of any of its rights or remedies hereunder.

    


    (c) All
      federal, state and local tax returns and other reports required by applicable
      law to be filed by any Grantor have been filed, or extensions have been
      obtained, and all taxes,
      assessments and other governmental charges imposed upon any Grantor or any
      property of any Grantor (including, without limitation, all federal income
      and
      social security taxes on employees’ wages) and which have become due and payable
      on or prior to the date hereof have been paid, except to the extent contested
      in
      good faith by proper proceedings which stay the imposition of any penalty,
      fine
      or Lien resulting from the non-payment thereof and with respect to which
      adequate reserves have been set aside for the payment thereof in accordance
      with
      generally accepted accounting principles consistently applied (“GAAP”).


    
      
         

         

      

      
        5

        
          

        

      

      
         

      

    


    (d) All
      Equipment, Fixtures, Goods and Inventory of each Grantor now existing are,
      and
      all Equipment, Fixtures, Goods and Inventory of each Grantor hereafter existing
      will be, located and/or based at the addresses specified therefor in
Schedule
      III
      hereto,
      except that each Grantor will give the Buyer not less than 30 days’ prior
      written notice of any change of the location of any such Collateral, other
      than
      to locations set forth on Schedule
      III
      and with
      respect to which the Buyer has filed financing statements and otherwise fully
      perfected its Liens thereon. Each Grantor’s chief place of business and chief
      executive office, the place where each Grantor keeps its Records concerning
      Accounts and all originals of all Chattel Paper are located at the addresses
      specified therefor in Schedule
      III
      hereto.
 None of the Accounts is evidenced by Promissory Notes or other
      Instruments.  Set forth in Schedule
      IV
      hereto
      is a complete and accurate list, as of the date of this Agreement, of (i) each
      Promissory Note, Security and other Instrument owned by each Grantor and (ii)
      each Deposit Account, Securities Account and Commodities Account of each
      Grantor, together with the name and address of each institution at which each
      such Account is maintained, the account number for each such Account and a
      description of the purpose of each such Account.  Set forth in Schedule
      II
      hereto
      is a complete and correct list of each trade name used by each Grantor and
      the
      name of, and each trade name used by, each person from which each Grantor has
      acquired any substantial part of the Collateral.

    


    (e) Each
      Grantor has delivered to the Buyer complete and correct copies of each License
      described in Schedule
      II
      hereto,
      including all schedules and exhibits thereto, which represents all of the
      Licenses existing on the date of this Agreement.  Each such License sets
      forth the entire agreement and understanding of the parties thereto relating
      to
      the subject matter thereof, and there are no other agreements, arrangements
      or
      understandings, written or oral, relating to the matters covered thereby or
      the
      rights of each Grantor or any of its affiliates in respect thereof.  Each
      material License now existing is the legal, valid and binding obligation of
      the
      parties thereto, enforceable against such parties in accordance with its terms.
       No default under any material License by any such party has occurred, nor
      does any defense, offset, deduction or counterclaim exist thereunder in favor
      of
      any such party.

    


    (f) Each
      Grantor owns and controls, or otherwise possesses adequate rights to use, all
      Trademarks, Patents and Copyrights, which are the only trademarks, patents,
      copyrights, inventions, trade secrets, proprietary information and technology,
      know-how, formulae, rights of publicity necessary to conduct its business in
      substantially the same manner as conducted as of the date hereof.
 Schedule
      II
      hereto
      sets forth a true and complete list of all registered copyrights, issued
      Patents, Trademarks, and Licenses annually owned or used by each Grantor as
      of
      the date hereof.  To the best knowledge of the Grantors, all such
      Intellectual Property of each Grantor is subsisting and in full force and
      effect, has not been adjudged invalid or unenforceable, is valid
      and
      enforceable and has not been abandoned in whole or in part.  Except as set
      forth in Schedule
      II,
      no such
      Intellectual Property is the subject of any licensing or franchising agreement.
       Each Grantor has no knowledge of any conflict with the rights of others to
      any Intellectual Property and, to the best knowledge of the Grantors, each
      Grantor is not now infringing or in conflict with any such rights of others
      in
      any material respect, and to the best knowledge of the Grantors, no other Person
      is now infringing or in conflict in any material respect with any such
      properties, assets and rights owned or used by each Grantor.  No Grantor
      has received any notice that it is violating or has violated the trademarks,
      patents, copyrights, inventions, trade secrets, proprietary information and
      technology, know-how, formulae, rights of publicity or other intellectual
      property rights of any third party.


    
      
         

         

      

      
        6

        
          

        

      

      
         

      

    

    


    (g) Each
      Grantor is and will be at all times the sole and exclusive owner of, or
      otherwise has and will have adequate rights in, the Collateral free and clear
      of
      any Liens, except for Permitted Liens on any Collateral.  No effective
      financing statement or other instrument similar in effect covering all or any
      part of the Collateral is on file in any recording or filing office, except
      as
      related to Permitted Liens and such as may have been filed in favor of the
      Buyer
      relating to this Agreement.

    


    (h) The
      exercise by the Buyer of any of its rights and remedies hereunder will not
      contravene any law or any contractual restriction binding on or otherwise
      affecting each Grantor or any of its properties and will not result in or
      require the creation of any Lien, upon or with respect to any of its
      properties.

    


    (i) No
      authorization or approval or other action by, and no notice to or filing with,
      any governmental authority or other regulatory body, or any other Person, is
      required for (i) the grant by each Grantor, or the perfection, of the
      security interest purported to be created hereby in the Collateral, or
      (ii) the exercise by the Buyer any of its rights and remedies hereunder,
      except (A) for the filing under the Uniform Commercial Code as in effect in
      the applicable jurisdiction of the financing statements, all of which financing
      statements, have been duly filed and are in full force and effect, (B) with
      respect to the perfection of the security interest created hereby in the
      Intellectual Property, for the recording of the appropriate Assignment for
      Security, substantially in the form of Exhibit
      A
      hereto,
      as applicable, in the United States Patent and Trademark Office or the United
      States Copyright Office, as applicable, and (C) with respect to the
      perfection of the security interest created hereby in foreign Intellectual
      Property and Licenses, for registrations and filings in jurisdictions located
      outside of the United States and covering rights in such jurisdictions relating
      to the Intellectual Property and Licenses.

    


    (j) This
      Agreement creates in favor of the Buyer a legal, valid and enforceable security
      interest in the Collateral, as security for the Obligations.  Buyer’s
      having possession of all Instruments and cash constituting Collateral from
      time
      to time (or with respect to deposit accounts, entering into appropriate control
      agreements), the recording of the appropriate Assignment for Security executed
      pursuant hereto in the United States Patent and Trademark Office and the United
      States Copyright Office, the execution of appropriate assignments of Letter
      of
      Credit Rights, as applicable, and the filing of the financing statements and
      the
      other filings and recordings, as applicable, described in Schedule
      V
      hereto
      and, with respect to the Intellectual Property hereafter existing and not
      covered by an appropriate
      Assignment for Security, the recording in the United States Patent and Trademark
      Office or the United States Copyright Office, as applicable, of appropriate
      instruments of assignment, result in the perfection of such security interests.
       Such security interests are, or in the case of Collateral in which each
      Grantor obtains rights after the date hereof, will be, perfected, first priority
      security interests, subject only to Permitted Liens and the recording of such
      instruments of assignment.  Such recordings and filings and all other
      action necessary or desirable to perfect and protect such security interest
      have
      been duly taken, except for the Buyer’s having possession of Instruments and
      cash constituting Collateral after the date hereof and the other filings and
      recordations described in Section
      4(i)
      hereof.


    
      
         

         

      

      
        7

        
          

        

      

      
         

      

    

    


    (k) As
      of the
      date hereof, no Grantor holds any Commercial Tort Claims nor is aware of any
      such pending claims.

    


    SECTION
      5. COVENANTS
      AS TO THE COLLATERAL.
       So long as any of the Obligations shall remain outstanding, unless the
      Buyer shall otherwise consent in writing:

    


    (a) Further
      Assurances.
       Each Grantor will at its expense, at any time and from time to time,
      promptly execute and deliver all further instruments and documents and take
      all
      further action that the Buyer may reasonably request in order to:
 (i) perfect and protect the security interest purported to be created
      hereby; (ii) enable the Buyer to exercise and enforce its rights and
      remedies hereunder in respect of the Collateral; or (iii) otherwise effect
      the purposes of this Agreement, including, without limitation:
 (A) marking conspicuously all Chattel Paper and each License and, at
      the request of the Buyer, each of its Records pertaining to the Collateral
      with
      a legend, in form and substance satisfactory to the Buyer, indicating that
      such
      Chattel Paper, License or Collateral is subject to the security interest created
      hereby, (B)  delivering and pledging to the Buyer hereunder each Promissory
      Note, Security, Chattel Paper or other Instrument, now or hereafter owned by
      any
      Grantor, duly endorsed and accompanied by executed instruments of transfer
      or
      assignment, all in form and substance satisfactory to the Buyer,
      (C) executing and filing (to the extent, if any, that any Grantor’s
      signature is required thereon) or authenticating the filing of, such financing
      or continuation statements, or amendments thereto, as may be necessary or
      desirable or that the Buyer may request in order to perfect and preserve the
      security interest purported to be created hereby, (D) furnishing to the
      Buyer from time to time statements and schedules further identifying and
      describing the Collateral and such other reports in connection with the
      Collateral in each case as the Buyer may reasonably request, all in reasonable
      detail, (E) if any Collateral shall be in the possession of a third party,
      notifying such Person of the Buyer’s security interest created hereby and
      obtaining a written acknowledgment from such Person that such Person holds
      possession of the Collateral for the benefit of the Buyer, which such written
      acknowledgement shall be in form and substance satisfactory to the Buyer,
      (F) if at any time after the date hereof, any Grantor acquires or holds any
      Commercial Tort Claim, promptly notifying the Buyer in a writing signed by
      such
      Grantor setting forth a brief description of such Commercial Tort Claim and
      granting to the Buyer a security interest therein and in the proceeds thereof,
      which writing shall incorporate the provisions hereof and shall be in form
      and
      substance satisfactory to the Buyer, (G) upon the acquisition after the
      date hereof by any Grantor of any motor vehicle or other Equipment subject
      to a
      certificate of title or ownership (other than a Motor Vehicle or Equipment
      that
      is subject to a purchase money security interest), causing the
      Buyer to
      be listed as the lienholder on such certificate of title or ownership and
      delivering evidence of the same to the Buyer in accordance with the Securities
      Purchase Agreement; and (H) taking all actions required by any earlier
      versions of the Uniform Commercial Code or by other law, as applicable, in
      any
      relevant Uniform Commercial Code jurisdiction, or by other law as applicable
      in
      any foreign jurisdiction.

    


    (b) Location
      of Equipment and Inventory.
       Each Grantor will keep the Equipment and Inventory at the locations
      specified therefor on Schedule
      III
      hereto,
      or, at such other locations in the
      United States, provided that within 10 days following the relocation of
      Equipment or Inventory to such other location, Grantor shall deliver to the
      Buyer a new Schedule III indicating such new location.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (c) Condition
      of Equipment.
       Each Grantor will maintain or cause the Equipment (necessary or useful to
      its business) to be maintained and preserved in good condition, repair and
      working order, ordinary wear and tear excepted, and will forthwith, or in the
      case of any loss or damage to any Equipment of any Grantor within a commercially
      reasonable time after the occurrence thereof, make or cause to be made all
      repairs, replacements and other improvements in connection therewith which
      are
      necessary or desirable, consistent with past practice, or which the Buyer may
      request to such end.  Any Grantor will promptly furnish to the Buyer a
      statement describing in reasonable detail any such loss or damage in excess
      of
      $250,000 per occurrence to any Equipment.

    


    (d) Taxes,
      Etc. Each
      Grantor agrees to pay promptly when due all property and other taxes,
      assessments and governmental charges or levies imposed upon, and all claims
      (including claims for labor, materials and supplies) against, the Equipment
      and
      Inventory, except to the extent the validity thereof is being contested in
      good
      faith by proper proceedings which stay the imposition of any penalty, fine
      or
      Lien resulting from the non-payment thereof and with respect to which adequate
      reserves in accordance with GAAP have been set aside for the payment
      thereof.

    


    (e) Insurance.

    


    (i) Each
      Grantor will, at its own expense, maintain insurance (including, without
      limitation, commercial general liability and property insurance) with respect
      to
      the Equipment and Inventory in such amounts, against such risks, in such form
      and with responsible and reputable insurance companies or associations as is
      required by any governmental authority having jurisdiction with respect thereto
      or as is carried generally in accordance with sound business practice by
      companies in similar businesses similarly situated and in any event, in amount,
      adequacy and scope reasonably satisfactory to the Buyer.  To the extent
      requested by the Buyer at any time and from time to time, each such policy
      for
      liability insurance shall provide for all losses to be paid on behalf of the
      Buyer and any Grantor as their respective interests may appear, and each policy
      for property damage insurance shall provide for all losses to be adjusted with,
      and paid directly to, the Buyer.  To the extent requested by the Buyer at
      any time and from time to time, each such policy shall in addition (A) name
      the
      Buyer as an additional insured party thereunder (without any representation
      or
      warranty by or obligation upon the Buyer) as their interests may appear, (B)
      contain an agreement by the insurer that any loss
      thereunder shall be payable to the Buyer on its own account notwithstanding
      any
      action, inaction or breach of representation or warranty by any Grantor, (C)
      provide that there shall be no recourse against the Buyer for payment of
      premiums or other amounts with respect thereto, and (D) provide that at least
      30
      days’ prior written notice of cancellation, lapse, expiration or other adverse
      change shall be given to the Buyer by the insurer.  Any Grantor will, if so
      requested by the Buyer, deliver to the Buyer original or duplicate policies
      of
      such insurance and, as often as the Buyer may reasonably request, a report
      of a
      reputable insurance broker with respect to such insurance.  Any Grantor
      will also, at the request of the Buyer, execute and deliver instruments of
      assignment of such insurance policies and cause the respective insurers to
      acknowledge notice of such assignment.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    (ii) Reimbursement
      under any liability insurance maintained by any Grantor pursuant to this
Section
      5(e)
      may be
      paid directly to the Person who shall have incurred liability covered by such
      insurance.  In the case of any loss involving damage to Equipment or
      Inventory, any proceeds of insurance maintained by any Grantor pursuant to
      this
Section
      5(e)
      shall be
      paid to the Buyer (except as to which paragraph (iii) of this
      Section 5(e)
      is not
      applicable), any Grantor will make or cause to be made the necessary repairs
      to
      or replacements of such Equipment or Inventory, and any proceeds of insurance
      maintained by any Grantor pursuant to this Section
      5(e)
      shall be
      paid by the Buyer to any Grantor as reimbursement for the costs of such repairs
      or replacements.

    


    (iii) All
      insurance payments in respect of such Equipment or Inventory shall be paid
      to
      the Buyer and applied as specified in Section
      7(b)
      hereof.

    


    (f) Provisions
      Concerning the Accounts and the Licenses.

    


    (i) Any
      Grantor will (A) give the Buyer at least 30 days’ prior written notice of any
      change in such Grantor’s name, identity or organizational structure, (B)
      maintain its jurisdiction of incorporation as set forth in Schedule
      I
      hereto,
      (C) immediately notify the Buyer upon obtaining an organizational identification
      number, if on the date hereof such Grantor did not have such identification
      number, and (D) keep adequate records concerning the Accounts and Chattel Paper
      and permit representatives of the Buyer during normal business hours on
      reasonable notice to such Grantor, to inspect and make abstracts from such
      Records and Chattel Paper.

    


    (ii) Each
      Grantor will, except as otherwise provided in this subsection (f), continue
      to collect, at its own expense, all amounts due or to become due under the
      Accounts.  In connection with such collections, any Grantor may (and, at
      the Buyer’s direction, will) take such action as any Grantor or the Buyer may
      deem necessary or advisable to enforce collection or performance of the
      Accounts; provided,
      however,
      that
      the Buyer shall have the right at any time, upon the occurrence and during
      the
      continuance of an Event of Default, to notify the account debtors or obligors
      under any Accounts of the assignment of such Accounts to the Buyer and to direct
      such account debtors or obligors to make payment of all amounts due or to become
      due to any Grantor thereunder directly to the Buyer or its designated agent
      and,
      upon such notification and at the expense of any Grantor and to the extent
      permitted by law, to enforce collection of any such Accounts and to adjust,
      settle or compromise the amount or payment thereof, in the same manner
      and to
      the same extent as may Grantor might have done.  After receipt by any
      Grantor of a notice from the Buyer that the Buyer has notified, intends to
      notify, or has enforced or intends to enforce any Grantor’s rights against the
      account debtors or obligors under any Accounts as referred to in the proviso
      to
      the immediately preceding sentence, (A) all amounts and proceeds (including
      Instruments) received by any Grantor in respect of the Accounts shall be
      received in trust for the benefit of the Buyer hereunder, shall be segregated
      from other funds of any Grantor and shall be forthwith paid over to the Buyer
      in
      the same form as so received (with any necessary endorsement) to be held as
      cash
      collateral and either (i) credited to the outstanding obligations so long
      as no Event of Default shall have occurred and be continuing or (ii) if an
      Event
      of Default shall have occurred and be continuing, applied as specified in
Section
      7
      hereof,
      and (B) no Grantor will adjust, settle or compromise the amount or payment
      of
      any Account or release wholly or partly any account debtor or obligor thereof
      or
      allow any credit or discount thereon.  In addition, upon the occurrence and
      during the continuance of an Event of Default, the Buyer may (in its sole and
      absolute discretion) direct any or all of the banks and financial institutions
      with which any Grantor either maintains a Deposit Account or a lockbox or
      deposits the proceeds of any Accounts to send immediately to the Buyer by wire
      transfer (to such account as the Buyer shall specify, or in such other manner
      as
      the Buyer shall direct) all or a portion of such securities, cash, investments
      and other items held by such institution.  Any such securities, cash,
      investments and other items so received by the Buyer shall (in the sole and
      absolute discretion of the Buyer) be held as additional Collateral for the
      Obligations or distributed in accordance with Section
      7
      hereof.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    (iii) Upon
      the
      occurrence and during the continuance of any breach or default under any
      material License referred to in Schedule
      II
      hereto
      by any party thereto other than any Grantor, each Grantor party thereto will,
      promptly after obtaining knowledge thereof, give the Buyer written notice of
      the
      nature and duration thereof, specifying what action, if any, it has taken and
      proposes to take with respect thereto and thereafter will take reasonable steps
      to protect and preserve its rights and remedies in respect of such breach or
      default, or will obtain or acquire an appropriate substitute
      License.

    


    (iv) Each
      Grantor will, at its expense, promptly deliver to the Buyer a copy of each
      notice or other communication received by it by which any other party to any
      material License referred to in Schedule
      II
      hereto
      purports to exercise any of its rights or affect any of its obligations
      thereunder, together with a copy of any reply by such Grantor
      thereto.

    


    (v) Each
      Grantor will exercise promptly and diligently each and every right which it
      may
      have under each material License (other than any right of termination) and
      will
      duly perform and observe in all respects all of its obligations under each
      material License and will take all action reasonably necessary to maintain
      such
      Licenses in full force and effect.  No Grantor will, without the prior
      written consent of the Buyer, cancel, terminate, amend or otherwise modify
      in
      any respect, or waive any provision of, any material License referred to in
      Schedule
      II
      hereto.

    


    (g) Transfers
      and Other Liens.

    


    (i) No
      Grantor will sell, assign (by operation of law or otherwise), lease, license,
      exchange or otherwise transfer or dispose of any of the Collateral, except
      (A)
      Inventory in the ordinary course of business, and (B) worn-out or obsolete
      assets not necessary to the business.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    (ii) No
      Grantor will create, suffer to exist or grant any Lien upon or with respect
      to
      any Collateral, other than a Permitted Lien.

    


    (h) Intellectual
      Property.

    


    (i) If
      applicable, any Grantor shall, upon the Buyer’s written request, duly execute
      and deliver the applicable Assignment for Security in the form attached hereto
      as
      Exhibit A.
       Each Grantor (either itself or through licensees) will, and will cause
      each licensee thereof to, take all action necessary to maintain all of the
      Intellectual Property in full force and effect, including, without limitation,
      using the proper statutory notices and markings and using the Trademarks on
      each
      applicable trademark class of goods in order to so maintain the Trademarks
      in
      full force and free from any claim of abandonment for non-use, and each Grantor
      will not (nor permit any licensee thereof to) do any act or knowingly omit
      to do
      any act whereby any Intellectual Property may become invalidated;
      provided,
      however,
      that so
      long as no Event of Default has occurred and is continuing, no Grantor shall
      have an obligation to use or to maintain any Intellectual Property (A) that
      relates solely to any product or work, that has been, or is in the process
      of
      being, discontinued, abandoned or terminated, (B) that is being replaced with
      Intellectual Property substantially similar to the Intellectual Property that
      may be abandoned or otherwise become invalid, so long as the failure to use
      or
      maintain such Intellectual Property does not materially adversely affect the
      validity of such replacement Intellectual Property and so long as such
      replacement Intellectual Property is subject to the Lien created by this
      Agreement or (C) that is substantially the same as another Intellectual Property
      that is in full force, so long the failure to use or maintain such Intellectual
      Property does not materially adversely affect the validity of such replacement
      Intellectual Property and so long as such other Intellectual Property is subject
      to the Lien and security interest created by this Agreement.  Each Grantor
      will cause to be taken all necessary steps in any proceeding before the United
      States Patent and Trademark Office and the United States Copyright Office or
      any
      similar office or agency in any other country or political subdivision thereof
      to maintain each registration of the Intellectual Property (other than the
      Intellectual Property described in the proviso to the immediately preceding
      sentence), including, without limitation, filing of renewals, affidavits of
      use,
      affidavits of incontestability and opposition, interference and cancellation
      proceedings and payment of maintenance fees, filing fees, taxes or other
      governmental fees.  If any Intellectual Property (other than Intellectual
      Property described in the proviso to the first sentence of subsection (i) of
      this clause (h)) is infringed, misappropriated, diluted or otherwise violated
      in
      any material respect by a third party, each Grantor shall (x) upon learning
      of
      such infringement, misappropriation, dilution or other violation, promptly
      notify the Buyer and (y) to the extent any Grantor shall deem appropriate under
      the circumstances, promptly sue for infringement, misappropriation, dilution
      or
      other violation, seek injunctive relief where appropriate and recover any and
      all damages for such infringement, misappropriation, dilution or other
      violation, or take such other actions as such Grantor shall deem appropriate
      under the circumstances to protect such Intellectual Property.  Each
      Grantor shall furnish to the Buyer from time to time upon its request statements
      and schedules further identifying and describing the Intellectual Property
      and
      Licenses and such other reports
      in connection with the Intellectual Property and Licenses as the Buyer may
      reasonably request, all in reasonable detail and promptly upon request of the
      Buyer, following receipt by the Buyer of any such statements, schedules or
      reports, each Grantor shall modify this Agreement by amending Schedule
      II
      hereto,
      as the case may be, to include any Intellectual Property and License, as the
      case may be, which becomes part of the Collateral under this Agreement and
      shall
      execute and authenticate such documents and do such acts as shall be necessary
      or, in the judgment of the Buyer, desirable to subject such Intellectual
      Property and Licenses to the Lien and security interest created by this
      Agreement.  Notwithstanding anything herein to the contrary, upon the
      occurrence and during the continuance of an Event of Default, no Grantor may
      abandon or otherwise permit any Intellectual Property to become invalid without
      the prior written consent of the Buyer, and if any Intellectual Property is
      infringed, misappropriated, diluted or otherwise violated in any material
      respect by a third party, each Grantor will take such action as the Buyer shall
      deem appropriate under the circumstances to protect such Intellectual
      Property.


    
      
         

         

      

      
        12

        
          

        

      

      
         

      

    

    


    (ii) In
      no
      event shall any Grantor, either itself or through any agent, employee, licensee
      or designee, file an application for the registration of any Trademark or
      Copyright or the issuance of any Patent with the United States Patent and
      Trademark Office or the United States Copyright Office, as applicable, or in
      any
      similar office or agency of the United States or any country or any political
      subdivision thereof unless it gives the Buyer prior written notice thereof.
       Upon request of the Buyer, any Grantor shall execute, authenticate and
      deliver any and all assignments, agreements, instruments, documents and papers
      as the Buyer may reasonably request to evidence the Buyer’s security interest
      hereunder in such Intellectual Property and the General Intangibles of any
      Grantor relating thereto or represented thereby, and each Grantor hereby
      appoints the Buyer its attorney-in-fact to execute and/or authenticate and
      file
      all such writings for the foregoing purposes, all acts of such attorney being
      hereby ratified and confirmed, and such power (being coupled with an interest)
      shall be irrevocable until the indefeasible payment in full in cash of all
      of
      the Obligations in full and the termination of each of the Transaction
      Documents.

    


    (i) Deposit,
      Commodities and Securities Accounts.
       Upon the Buyer’s written request, each Grantor shall cause each bank and
      other financial institution with an account referred to in Schedule
      IV
      hereto
      to execute and deliver to the Buyer a control agreement, in form and substance
      reasonably satisfactory to the Buyer, duly executed by each Grantor and such
      bank or financial institution, or enter into other arrangements in form and
      substance satisfactory to the Buyer, pursuant to which such institution shall
      irrevocably agree, inter
      alia,
      that
      (i) it will comply at any time with the instructions originated by the
      Buyer to such bank or financial institution directing the disposition of cash,
      Commodity Contracts, securities, Investment Property and other items from time
      to time credited to such account, without further consent of each Grantor,
      which
      instructions the Buyer will not give to such bank or other financial institution
      in the absence of a continuing Event of Default, (ii) all cash, Commodity
      Contracts, securities, Investment Property and other items of each Grantor
      deposited with such institution shall be subject to a perfected, first priority
      security interest in favor of the Buyer, (iii) any right of set off (other
      than recoupment of standard fees), banker’s Lien or other similar Lien, security
      interest or encumbrance shall be fully waived as against the Buyer, and
      (iv) upon receipt of written notice from the Buyer during the continuance
      of an Event of Default, such bank or financial institution shall
      immediately send to the Buyer by wire transfer (to such account as the Buyer
      shall specify, or in such other manner as the Buyer shall direct) all such
      cash,
      the value of any Commodity Contracts, securities, Investment Property and other
      items held by it.  Without the prior written consent of the Buyer, each
      Grantor shall not make or maintain any Deposit Account, Commodity Account or
      Securities Account except for the accounts set forth in Schedule
      IV
      hereto.
 The provisions of this paragraph 5(i) shall not apply to (i) Deposit
      Accounts for which the Buyer is the depositary and (ii) Deposit Accounts
      specially and exclusively used for payroll, payroll taxes and other employee
      wage and benefit payments to or for the benefit of each Grantor’s salaried
      employees.


    
      
         

         

      

      
        13

        
          

        

      

      
         

      

    

    


    (j) Motor
      Vehicles.

    


    (i) Upon
      the
      Buyer’s written request, each Grantor shall deliver to the Buyer originals of
      the certificates of title or ownership for all motor vehicles with a value
      in
      excess of $100,000, owned by it with the Buyer listed as lienholder, for the
      benefit of the Buyers.

    


    (ii) Each
      Grantor hereby appoints the Buyer as its attorney-in-fact, effective the date
      hereof and terminating upon the termination of this Agreement, for the purpose
      of (A) executing on behalf of each Grantor title or ownership applications
      for
      filing with appropriate state agencies to enable motor vehicles now owned or
      hereafter acquired by each Grantor to be retitled and the Buyer listed as
      lienholder thereof, (B) filing such applications with such state agencies,
      and
      (C) executing such other documents and instruments on behalf of, and taking
      such
      other action in the name of, each Grantor as the Buyer may deem necessary or
      advisable to accomplish the purposes hereof (including, without limitation,
      for
      the purpose of creating in favor of the Buyer a perfected Lien on the motor
      vehicles and exercising the rights and remedies of the Buyer hereunder).
 This appointment as attorney-in-fact is coupled with an interest and is
      irrevocable until all of the Obligations are indefeasibly paid in full in cash
      and after all Transaction Documents have been terminated.

    


    (iii) Any
      certificates of title or ownership delivered pursuant to the terms hereof shall
      be accompanied by odometer statements for each motor vehicle covered
      thereby.

    


    (iv) So
      long
      as no Event of Default shall have occurred and be continuing, upon the request
      of any Grantor, the Buyer shall execute and deliver to any Grantor such
      instruments as any Grantor shall reasonably request to remove the notation
      of
      the Buyer as lienholder on any certificate of title for any motor vehicle;
      provided,
      however,
      that
      any such instruments shall be delivered, and the release effective, only upon
      receipt by the Buyer of a certificate from any Grantor stating that such motor
      vehicle is to be sold or has suffered a casualty loss (with title thereto
      passing to the casualty insurance company therefor in settlement of the claim
      for such loss) and the amount that any Grantor will receive as sale proceeds
      or
      insurance proceeds.  Any proceeds of such sale or casualty loss shall be
      paid to the Buyer hereunder immediately upon receipt, to be applied to the
      Obligations then outstanding.


    
      
         

         

      

      
        14

        
          

        

      

      
         

      

    

    


    (k) Control.
       Each Grantor hereby agrees to take any or all action that may be necessary
      or desirable or that the Buyer may request in order for the Buyer to obtain
      control in accordance with Sections 9-105 - 9-107 of the Code with respect
      to
      the following Collateral: (i) Electronic Chattel Paper, (ii) Investment
      Property, and (iii) Letter-of-Credit Rights.

    


    (l) Inspection
      and Reporting.
       Each Grantor shall permit the Buyer, or any agent or representatives
      thereof or such professionals or other Persons as the Buyer may designate,
      not
      more than once a year in the absence of an Event of Default, (i) to examine
      and make copies of and abstracts from any Grantor’s records and books of
      account, (ii) to visit and inspect its properties, (iii) to verify
      materials, leases, Instruments, Accounts, Inventory and other assets of any
      Grantor from time to time, and (iv) to conduct audits, physical counts,
      appraisals and/or valuations, examinations at the locations of any Grantor.
       Each Grantor shall also permit the Buyer, or any agent or representatives
      thereof or such professionals or other Persons as the Buyer may designate to
      discuss any Grantor’s affairs, finances and accounts with any of its directors,
      officers, managerial employees, independent accountants or any of its other
      representatives.

    


    (m) Future
      Subsidiaries.
       If any Grantor shall hereafter create or acquire any Subsidiary,
      simultaneously with the creation of acquisition of such Subsidiary, such Grantor
      shall cause such Subsidiary to become a party to this Agreement as an additional
      “Grantor” hereunder, and to duly execute and deliver a guaranty of the
      Obligations in favor of the Buyer in form and substance reasonably acceptable
      to
      the Buyer, and to duly execute and/or deliver such opinions of counsel and
      other
      documents, in form and substance reasonably acceptable to the Buyer, as the
      Buyer shall reasonably request with respect thereto.

    


    SECTION
      6. ADDITIONAL
      PROVISIONS CONCERNING THE COLLATERAL.

    


    (a) Each
      Grantor hereby (i) authorizes the Buyer to file one or more Uniform
      Commercial Code financing or continuation statements, and amendments thereto,
      relating to the Collateral and (ii) ratifies such authorization to the
      extent that the Buyer has filed any such financing or continuation statements,
      or amendments thereto, prior to the date hereof.  A photocopy or other
      reproduction of this Agreement or any financing statement covering the
      Collateral or any part thereof shall be sufficient as a financing statement
      where permitted by law.

    


    (b) Each
      Grantor hereby irrevocably appoints the Buyer as its attorney-in-fact and proxy,
      with full authority in the place and stead of each Grantor and in the name
      of
      each Grantor or otherwise, from time to time in the Buyer’s discretion, so long
      as an Event of Default shall have occurred and is continuing, to take any action
      and to execute any instrument which the Buyer may deem necessary or advisable
      to
      accomplish the purposes of this Agreement (subject to the rights of each Grantor
      under Section
      5
      hereof),
      including, without limitation, (i) to obtain and adjust insurance required
      to be
      paid to the Buyer pursuant to Section
      5(e)
      hereof,
      (ii) to ask, demand, collect, sue for, recover, compound, receive and give
      acquittance and receipts for moneys due and to become due under or in respect
      of
      any Collateral, (iii) to receive, endorse, and collect any drafts or other
      instruments, documents
      and chattel paper in connection with clause (i) or (ii) above, (iv) to file
      any
      claims or take any action or institute any proceedings which the Buyer may
      deem
      necessary or desirable for the collection of any Collateral or otherwise to
      enforce the rights of the Buyer and the Buyers with respect to any Collateral,
      and (v) to execute assignments, licenses and other documents to enforce the
      rights of the Buyer and the Buyers with respect to any Collateral.  This
      power is coupled with an interest and is irrevocable until all of the
      Obligations are indefeasibly paid in full in cash.  


    
      
         

         

      

      
        15

        
          

        

      

      
         

      

    

    


    (c) For
      the
      purpose of enabling the Buyer to exercise rights and remedies hereunder, at
      such
      time as the Buyer shall be lawfully entitled to exercise such rights and
      remedies, and for no other purpose, each Grantor hereby grants to the Buyer,
      to
      the extent assignable, an irrevocable, non-exclusive license (exercisable
      without payment of royalty or other compensation to any Grantor) to use, assign,
      license or sublicense any Intellectual Property now owned or hereafter acquired
      by any Grantor, wherever the same may be located, including in such license
      reasonable access to all media in which any of the licensed items may be
      recorded or stored and to all computer programs used for the compilation or
      printout thereof. Notwithstanding anything contained herein to the contrary,
      but
      subject to the provisions of the Securities Purchase Agreement that limit the
      right of any Grantor to dispose of its property and Section
      5(h)
      hereof,
      so long as no Event of Default shall have occurred and be continuing, any
      Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
      dispose of or take other actions with respect to the Intellectual Property
      in
      the ordinary course of its business.  In furtherance of the foregoing,
      unless an Event of Default shall have occurred and be continuing, the Buyer
      shall from time to time, upon the request of any Grantor, execute and deliver
      any instruments, certificates or other documents, in the form so requested,
      which such Grantor shall have certified are appropriate (in any Grantor’s
      judgment) to allow it to take any action permitted above (including
      relinquishment of the license provided pursuant to this clause (c) as to any
      Intellectual Property).  Further, upon the indefeasible payment in full in
      cash of all of the Obligations, the Buyer (subject to Section
      10(e)
      hereof)
      shall release and reassign to any Grantor all of the Buyer’s right, title and
      interest in and to the Intellectual Property, and the Licenses, all without
      recourse, representation or warranty whatsoever.  The exercise of rights
      and remedies hereunder by the Buyer shall not terminate the rights of the
      holders of any licenses or sublicenses theretofore granted by each Grantor
      in
      accordance with the second sentence of this clause (c). Each Grantor hereby
      releases the Buyer from any claims, causes of action and demands at any time
      arising out of or with respect to any actions taken or omitted to be taken
      by
      the Buyer under the powers of attorney granted herein other than actions taken
      or omitted to be taken through the Buyer’s gross negligence or willful
      misconduct, as determined by a final determination of a court of competent
      jurisdiction.  

    


    (d) If
      any
      Grantor fails to perform any agreement contained herein, the Buyer may itself
      perform, or cause performance of, such agreement or obligation, in the name
      of
      any Grantor or the Buyer, and the expenses of the Buyer incurred in connection
      therewith shall be payable by any Grantor pursuant to Section
      8
      hereof
      and shall be secured by the Collateral.

    


    (e) The
      powers conferred on the Buyer hereunder are solely to protect its interest
      in
      the Collateral and shall not impose any duty upon it to exercise any such
      powers.  


    
      
         

         

      

      
        16

        
          

        

      

      
         

      

    


    Except
      for the safe custody of any Collateral in its possession and the accounting
      for
      moneys actually received by it hereunder, the Buyer shall have no duty as to
      any
      Collateral or as to the taking of any necessary steps to preserve rights against
      prior parties or any other rights pertaining to any Collateral.

    


    (f) Anything
      herein to the contrary notwithstanding (i) each Grantor shall remain liable
      under the Licenses and otherwise with respect to any of the Collateral to the
      extent set forth therein to perform all of its obligations thereunder to the
      same extent as if this Agreement had not been executed, (ii) the exercise
      by the Buyer of any of its rights hereunder shall not release any Grantor from
      any of its obligations under the Licenses or otherwise in respect of the
      Collateral, and (iii) the Buyer shall not have any obligation or liability
      by reason of this Agreement under the Licenses or with respect to any of the
      other Collateral, nor shall the Buyer be obligated to perform any of the
      obligations or duties of any Grantor thereunder or to take any action to collect
      or enforce any claim for payment assigned hereunder.

    


    SECTION
      7. REMEDIES
      UPON EVENT OF DEFAULT.
       If any Event of Default shall have occurred and be
      continuing:

    


    (a) The
      Buyer
      may exercise in respect of the Collateral, in addition to any other rights
      and
      remedies provided for herein or otherwise available to it, all of the rights
      and
      remedies of a secured party upon default under the Code (whether or not the
      Code
      applies to the affected Collateral), and also may (i) take absolute control
      of the Collateral, including, without limitation, transfer into the Buyer’s name
      or into the name of its nominee or nominees (to the extent the Buyer has not
      theretofore done so) and thereafter receive, for the benefit of the Buyer,
      all
      payments made thereon, give all consents, waivers and ratifications in respect
      thereof and otherwise act with respect thereto as though it were the outright
      owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees
      that it will at its expense and upon request of the Buyer forthwith, assemble
      all or part of its respective Collateral as directed by the Buyer and make
      it
      available to the Buyer at a place or places to be designated by the Buyer that
      is reasonably convenient to both parties, and the Buyer may enter into and
      occupy any premises owned or leased by any Grantor where the Collateral or
      any
      part thereof is located or assembled for a reasonable period in order to
      effectuate the Buyer’s rights and remedies hereunder or under law, without
      obligation to any Grantor in respect of such occupation, and (iii) without
      notice except as specified below and without any obligation to prepare or
      process the Collateral for sale, (A) sell the Collateral or any part
      thereof in one or more parcels at public or private sale, at any of the Buyer’s
      offices or elsewhere, for cash, on credit or for future delivery, and at such
      price or prices and upon such other terms as the Buyer may deem commercially
      reasonable and/or (B) lease, license or dispose of the Collateral or any
      part thereof upon such terms as the Buyer may deem commercially reasonable.
       Each Grantor agrees that, to the extent notice of sale or any other
      disposition of its respective Collateral shall be required by law, at least
      ten
      (10) days’ notice to any Grantor of the time and place of any public sale or the
      time after which any private sale or other disposition of its respective
      Collateral is to be made shall constitute reasonable notification.  The
      Buyer shall not be obligated to make any sale or other disposition of any
      Collateral regardless of notice of sale having been given.  The Buyer may
      adjourn any public or private sale from time to time by announcement at the
      time
      and place fixed therefor, and such sale may, without further notice, be
      made at
      the time and place to which it was so adjourned. 


    
      
         

         

      

      
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    Each
      Grantor hereby waives any claims against the Buyer and the Buyers arising by
      reason of the fact that the price at which its respective Collateral may have
      been sold at a private sale was less than the price which might have been
      obtained at a public sale or was less than the aggregate amount of the
      Obligations, even if the Buyer accepts the first offer received and does not
      offer such Collateral to more than one offeree, and waives all rights that
      any
      Grantor may have to require that all or any part of such Collateral be
      marshalled upon any sale (public or private) thereof.  Each Grantor hereby
      acknowledges that (i) any such sale of its respective Collateral by the
      Buyer shall be made without warranty, (ii) the Buyer may specifically
      disclaim any warranties of title, possession, quiet enjoyment or the like,
      and
      (iii) such actions set forth in clauses (i) and (ii) above shall not
      adversely affect the commercial reasonableness of any such sale of Collateral.
       In addition to the foregoing, (1) upon written notice to any Grantor
      from the Buyer, such Grantor shall cease any use of the Intellectual Property
      or
      any trademark, patent or copyright similar thereto for any purpose described
      in
      such notice; (2) the Buyer may, at any time and from time to time, upon 10
      days’
prior notice to such Grantor, license, whether general, special or otherwise,
      and whether on an exclusive or non-exclusive basis, any of the Intellectual
      Property, throughout the universe for such term or terms, on such conditions,
      and in such manner, as the Buyer shall in its sole discretion determine; and
      (3)
      the Buyer may, at any time, pursuant to the authority granted in Section
      6
      hereof
      (such authority being effective upon the occurrence and during the continuance
      of an Event of Default), execute and deliver on behalf of such Grantor, one
      or
      more instruments of assignment of the Intellectual Property (or any application
      or registration thereof), in form suitable for filing, recording or registration
      in any country.

    


    (b) Any
      cash
      held by the Buyer as Collateral and all Cash Proceeds received by the Buyer
      in
      respect of any sale of or collection from, or other realization upon, all or
      any
      part of the Collateral may, in the discretion of the Buyer, be held by the
      Buyer
      as collateral for, and/or then or at any time thereafter applied (after payment
      of any amounts payable to the Buyer pursuant to Section
      8
      hereof)
      in whole or in part by the Buyer against, all or any part of the Obligations
      in
      such order as the Buyer shall elect, consistent with the provisions of the
      Securities Purchase Agreement.  Any surplus of such cash or Cash Proceeds
      held by the Buyer and remaining after the indefeasible payment in full in cash
      of all of the Obligations shall be paid over to whomsoever shall be lawfully
      entitled to receive the same or as a court of competent jurisdiction shall
      direct.

    


    (c) In
      the
      event that the proceeds of any such sale, collection or realization are
      insufficient to pay all amounts to which the Buyer is legally entitled, each
      Grantor shall be liable for the deficiency, together with interest thereon
      at
      the highest rate specified in any of the applicable Transaction Documents for
      interest on overdue principal thereof or such other rate as shall be fixed by
      applicable law, together with the costs of collection and the reasonable fees,
      costs, expenses and other client charges of any attorneys employed by the Buyer
      to collect such deficiency.

    


    (d) Each
      Grantor hereby acknowledges that if the Buyer complies with any applicable
      state, provincial or federal law requirements in connection with a disposition
      of the Collateral, such compliance will not adversely affect the commercial
      reasonableness of any sale or other disposition of the
      Collateral.


    
      
         

         

      

      
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    (e) The
      Buyer
      shall not be required to marshal any present or future collateral security
      (including, but not limited to, this Agreement and the Collateral) for, or
      other
      assurances of payment of, the Obligations or any of them or to resort to such
      collateral security or other assurances of payment in any particular order,
      and
      all of the Buyer’s rights hereunder and in respect of such collateral security
      and other assurances of payment shall be cumulative and in addition to all
      other
      rights, however existing or arising.  To the extent that any Grantor
      lawfully may agree, each Grantor hereby agrees that it will not invoke any
      law
      relating to the marshalling of collateral which might cause delay in or impede
      the enforcement of the Buyer’s rights under this Agreement or under any other
      instrument creating or evidencing any of the Obligations or under which any
      of
      the Obligations is outstanding or by which any of the Obligations is secured
      or
      payment thereof is otherwise assured, and, to the extent that it lawfully may,
      each Grantor hereby irrevocably waives the benefits of all such
      laws.

    


    SECTION
      8. INDEMNITY
      AND EXPENSES.

    


    (a) Each
      Grantor agrees, jointly and severally, to defend, protect, indemnify and hold
      the Buyer, jointly and severally, harmless from and against any and all claims,
      damages, losses, liabilities, obligations, penalties, fees, costs and expenses
      (including, without limitation, reasonable legal fees, costs, expenses, and
      disbursements of such Person’s counsel) to the extent that they arise out of or
      otherwise result from this Agreement (including, without limitation, enforcement
      of this Agreement), except claims, losses or liabilities resulting solely and
      directly from such Person’s gross negligence or willful misconduct, as
      determined by a final judgment of a court of competent
      jurisdiction.

    


    (b) Each
      Grantor agrees, jointly and severally, to upon demand pay to the Buyer the
      amount of any and all costs and expenses, including the reasonable fees, costs,
      expenses and disbursements of counsel for the Buyer and of any experts and
      agents (including, without limitation, any collateral trustee which may act
      as
      agent of the Buyer), which the Buyer may incur in connection with (i) the
      preparation, negotiation, execution, delivery, recordation, administration,
      amendment, waiver or other modification or termination of this Agreement,
      (ii) the custody, preservation, use or operation of, or the sale of,
      collection from, or other realization upon, any Collateral, (iii) the
      exercise or enforcement of any of the rights of the Buyer hereunder, or
      (iv) the failure by any Grantor to perform or observe any of the provisions
      hereof.

    


    SECTION
      9. NOTICES,
      ETC. All
      notices and other communications provided for hereunder shall be in
      writing and shall be mailed (by certified mail, postage prepaid and return
      receipt requested), telecopied, e-mailed or delivered, if to any Grantor at
      its
      address set forth on the signature page hereto, or if to any Buyer, to it at
      its
      respective address set forth in the Securities Purchase Agreement; or as to
      any
      such Person, at such other address as shall be designated by such Person in
      a
      written notice to such other Person complying as to delivery with the terms
      of
      this Section
      9.
       All such notices and other communications shall be effective (a) if
      sent by certified mail, return receipt requested, when received or three days
      after deposited in the mails, whichever occurs first, (b) if telecopied or
      e-mailed, when transmitted (during normal business hours) and confirmation
      is
      received, otherwise, the day after the notice was transmitted if confirmation
      is
      received, or (c) if delivered, upon delivery.


    
      
         

         

      

      
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    SECTION
      10. MISCELLANEOUS.

    


    (a) No
      amendment of any provision of this Agreement shall be effective unless it is
      in
      writing and signed by each Grantor and the Buyer, and no waiver of any provision
      of this Agreement, and no consent to any departure by each Grantor therefrom,
      shall be effective unless it is in writing and signed by the Buyer, and then
      such waiver or consent shall be effective only in the specific instance and
      for
      the specific purpose for which given.

    


    (b) No
      failure on the part of the Buyer to exercise, and no delay in exercising, any
      right hereunder or under any of the other Transaction Documents shall operate
      as
      a waiver thereof; nor shall any single or partial exercise of any such right
      preclude any other or further exercise thereof or the exercise of any other
      right.  The rights and remedies of the Buyer or any Buyer provided herein
      and in the other Transaction Documents are cumulative and are in addition to,
      and not exclusive of, any rights or remedies provided by law.  The rights
      of the Buyer under any of the other Transaction Documents against any party
      thereto are not conditional or contingent on any attempt by such Person to
      exercise any of its rights under any of the other Transaction Documents against
      such party or against any other Person, including but not limited to, any
      Grantor.

    


    (c) Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.

    


    (d) This
      Agreement shall create a continuing security interest in the Collateral and
      shall (i) remain in full force and effect until the indefeasible payment in
      full
      in cash of the Obligations, and (ii) be binding on each Grantor and all other
      Persons who become bound as debtor to this Agreement in accordance with Section
      9-203(d) of the Code and shall inure, together with all rights and remedies
      of
      the Buyer hereunder, to the benefit of the Buyer and their respective permitted
      successors, transferees and assigns.  Without limiting the generality of
      clause (ii) of the immediately preceding sentence, without notice to any
      Grantor, the Buyer may assign or otherwise transfer their rights and obligations
      under this Agreement and any of the other Transaction Documents, to any other
      Person and such other Person shall thereupon become
      vested
      with all of the benefits in respect thereof granted to the Buyer herein or
      otherwise.  Upon any such assignment or transfer, all references in this
      Agreement to the Buyer shall mean the assignee of the Buyer.  None of the
      rights or obligations of any Grantor hereunder may be assigned or otherwise
      transferred without the prior written consent of the Buyer (as defined in the
      Securities Purchase Agreement), and any such assignment or transfer without
      the
      consent of the Buyer shall be null and void.

    


    (e) Upon
      the
      indefeasible payment in full in cash of the Obligations, (i) this Agreement
      and
      the security interests created hereby shall terminate and all rights to the
      Collateral shall revert to the respective Grantor that granted such security
      interests hereunder, and (ii) the Buyer will, upon any Grantor’s request and at
      such Grantor’s expense, (A) return to such Grantor such of the Collateral as
      shall not have been sold or otherwise disposed of or applied pursuant to the
      terms hereof, and (B) execute and deliver to such Grantor such documents as
      such
      Grantor shall reasonably request to evidence such termination, all without
      any
      representation, warranty or recourse whatsoever.


    
      
         

         

      

      
        20

        
          

        

      

      
         

      

    

    


    (f) THIS
      AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
      THE
      LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF
      LAW
      AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION OR THE PERFECTION
      AND
      THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY INTEREST CREATED
      HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
      GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW
      YORK.

    


    (g) ANY
      LEGAL
      ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
      RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE
      COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
      OF
      NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION AND DELIVERY OF THIS
      AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
      PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
      COURTS.  EACH GRANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
      ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
      CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH
      ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO
      THE
      GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
      COURT.

    


    (h) EACH
      GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) THE BUYER
      WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION
      BASED
      ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
      OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF
      DEALING,
      VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.

    


    (i) Each
      Grantor irrevocably consents to the service of process of any of the aforesaid
      courts in any such action, suit or proceeding by the mailing of copies thereof
      by registered or certified mail (or any substantially similar form of mail),
      postage prepaid, to any Grantor at its address provided herein, such service
      to
      become effective 10 days after such mailing.


    
      
         

         

      

      
        21

        
          

        

      

      
         

      

    


    (j) Nothing
      contained herein shall affect the right of the Buyer to serve process in any
      other manner permitted by law or commence legal proceedings or otherwise proceed
      against any Grantor or any property of any Grantor in any other
      jurisdiction.

    


    (k) Each
      Grantor irrevocably and unconditionally waives any right it may have to claim
      or
      recover in any legal action, suit or proceeding referred to in this Section
      any
      special, exemplary, punitive or consequential damages.

    


    (l) Section
      headings herein are included for convenience of reference only and shall not
      constitute a part of this Agreement for any other purpose.

    


    (m) This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which shall be deemed to be an
      original, but all of which taken together constitute one in the same
      Agreement.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]


    
      
         

         

      

      
        22

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, each Grantor has caused this Security Agreement to be executed
      and delivered by its officer thereunto duly authorized, as of the date first
      above written.

     

    
      	 	
              KENTUCKY
                USA ENERGY, INC.

            
	 	 
	 	
              By:

            	
                               
                                        

            
	 	
              Name:

            	
              Steven
                D. Eversole

            
	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	
              Address:

            	
              321
                Somerset Road

            
	 	 	
              London,
                KY 40741

            
	 	 	 
	 	
              KY
                USA ENERGY, INC.

            
	 	 	 
	 	
              By:

            	
                            
                                                      

            
	 	
              Name:

            	
              Steven
                D. Eversole

            
	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	
              Address:

            	
              321
                Somerset Road

            
	 	 	
              London,
                KY 40741

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    


    
      	
              ACCEPTED
                BY:

            	 	 
	 	 	 
	
              By:

            	             
                                        
              	 	 
	
              Name:
                 

            	 	 
	
              Title:

            	 	 
	
              Address:

            	 	 


    

     

    
      
         

      

      
        24